The Fund seeks investment results that correspond generally, before fees and expenses, to the performance of its
underlying index, the BNY Mellon Emerging Markets DR Index (the Underlying Index).

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund (Shares).
Investors purchasing or selling Shares in the secondary market may be subject to costs (including customary brokerage commissions) charged by their broker. These costs are not included in the expense example below.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

0.XX%



Other expenses

0.XX%

Total annual Fund operating expenses

0.XX%

Example

The following example is intended to help you compare the cost of investing in the Fund with the costs of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same each year. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

One Year

Three Years

$XX

$XXX

Portfolio Turnover

The Fund will pay transaction costs, such as commissions, when it purchases and sells securities (or turns over its portfolio). A higher portfolio turnover will cause the Fund to incur
additional transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, may affect the Funds performance.

1

Principal Investment Strategies

ALPS Advisors, Inc. (the Adviser) will seek to match the performance of the Underlying Index. The Underlying Index is an
index designed to track the performance of depositary receipts of companies located in emerging markets. The Underlying Index is comprised of U.S. exchange-listed American Depositary Receipts (ADRs) and London Stock Exchange
(LSE)-traded Global Depositary Receipts (GDRs). The Fund seeks investment results that correspond generally to the performance, before fees and expenses of the Underlying Index by investing in ADRs and GDRs which comprise the
Underlying Index.

Depositary receipts are issued by a bank that purchases shares of a non-U.S. company and issues shares
based on the foreign holdings. ADRs are depositary receipts that trade on a U.S. exchange and thus are subject to registration and disclosure requirements under the Securities Acts of 1933 and Securities Exchange Act of 1934, each as amended. GDRs
are depositary receipts which trade on the LSE.

As of August 31st, 2012, the countries included in the Underlying Index were:

Country

Weight

Brazil

21.31

%

Russia

17.53

%

China

14.19

%

South Korea

13.52

%

Taiwan

9.77

%

India

6.49

%

Mexico

6.19

%

South Africa

3.11

%

Chile

2.38

%

Turkey

1.20

%

Colombia

1.10

%

Indonesia

0.67

%

Egypt

0.60

%

Peru

0.43

%

Philippines

0.37

%

Kazakhstan

0.30

%

Argentina

0.27

%

Nigeria

0.23

%

Lebanon

0.20

%

Oman

0.10

%

Ukraine

0.03

%

Principal Investment Risks

Investors should consider the following risk factors and special considerations associated with investing in the Fund, which may cause you to lose all or part of your money.

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic
conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests. For example, an adverse event, such as an unfavorable earnings
report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of
most or all of the common stocks and other equity securities held by the Fund. In addition, common stock of an issuer in the Funds portfolio may decline in price if the issuer fails to make anticipated dividend payments because the issuer of
the security experiences a decline in its financial condition. Common stock is subordinated to preferred stocks, bonds and other debt instruments in a companys capital structure, in terms of priority to corporate income, and therefore will be
subject to greater dividend risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have
also experienced significantly more volatility in those returns.

Investments in depositary receipts may be
less liquid than the underlying shares in their primary trading market and may negatively affect the Funds ability to replicate the performance of the Underlying Index.

Foreign Investment Risk. The Funds investments in non-U.S. issuers, although limited to ADRs and GDRs, may
involve unique risks compared to investing in securities of U.S. issuers, including less market liquidity, generally greater market volatility than U.S. securities and less complete financial information than for U.S. issuers. In addition, adverse
political, economic or social developments could undermine the value of the Funds investments or prevent the Fund from realizing the full value of its investments. Financial reporting standards for companies based in foreign markets differ
from those in the United States. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of
such receipts, or to pass through to them any voting rights with respect to the deposited securities. Issuers of unsponsored depositary receipts are not contractually obligated to disclose material information in the U.S. and, therefore, such
information may not correlate to the market value of the unsponsored depositary receipt.

2

Emerging market countries are countries that major international financial
institutions, such as the World Bank, generally consider to be less economically mature than developed nations. Emerging market countries can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most
countries located in Western Europe. Investing in foreign countries, particularly emerging market countries, entails the risk that news and events unique to a country or region will affect those markets and their issuers. Countries with emerging
markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets. The economies of emerging markets countries also may be based
on only a few industries, making them more vulnerable to changes in local or global trade conditions and more sensitive to debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

To the extent a substantial portion of the Index consists of securities from underlying issuers located in particular geographic areas,
natural disasters, such as volcano eruptions, tsunamis, earthquakes, floods, hurricanes, typhoons; epidemics; or other such events could have significant impact on the performance and/or risk of the Fund.

3

Concentration Risk: The Fund seeks to track the Underlying Index, which itself may
have concentration is certain regions, economies, countries, markets, industries or sectors. Underperformance or increased risk in such concentrated areas may result in underperformance or increased risk in the Fund.

Currency Risk: The Funds investment in depositary receipts subjects the Fund to currency risk. The underlying securities of
the depositary receipts are typically non-dollar denominated. As such, dollar appreciation may have an adverse effect on underlying companys value in dollars. As a result, the Funds target index has a large inverse exposure to the U.S.
dollar.

Investment Style Risk: Returns from depositary receipts of underlying issuers located in emerging markets may
trail returns from the overall stock market. Such securities may experience cycles of doing betteror worsethan other segments of the stock market or the stock market in general, potentially for extended periods of time.

Liquidity Risk. it may be more difficult for the Fund to buy and sell significant amounts of some securities without an
unfavorable impact on prevailing market prices. As a result, these securities may be difficult to dispose of at a fair price at the times when the Investment Adviser believes it is desirable to do so. The Funds investment in securities that
are less actively traded or over time experience decreased trading volume may restrict its ability to take advantage of other market opportunities or to dispose of securities. This also may affect adversely the Funds ability to make dividend
distributions to you.

Non-Correlation Risk. The Funds return may not match the return of the Underlying Index
for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Underlying Index, and incurs costs in buying and selling securities, especially when rebalancing the Funds holdings to reflect changes
in the composition of the Underlying Index. In addition, the performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Funds portfolio and the Underlying Index resulting from legal
restrictions, cash flows or operational inefficiencies.

Replication Management Risk. Unlike many investment companies,
the Fund is not actively managed. Therefore, it would not necessarily sell a security because the securitys issuer was in financial trouble unless that security is removed from the Underlying Index.

Fund Performance

The
following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year and by showing how the Funds average annual returns for certain time periods compare
with the average annual returns of the Index and of another benchmark of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance
information is available online at www.VelocitySharesETFs.com or by calling 866.675.2639.

Investment Adviser

ALPS Advisors, Inc. is the investment adviser to the Fund.

Portfolio Managers

Michael Akins, Vice President of Product Risk
Management & Portfolio Analytics of ALPS Advisors, Inc. is responsible for the day to day management of the Fund since its inception.

4

Purchase and Redemption of Shares

The Trust will issue and redeem Shares at NAV only in a large specified number of Shares called a Creation Unit or multiples
thereof. A Creation Unit consists of 50,000 Shares. Creation Unit transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication, or a representation, of the
securities included in the Funds benchmark Index.

Individual Shares of the Fund may only be purchased and sold in
secondary market transactions through brokers. Shares of the Fund are listed for trading on NASDAQ and because Shares will trade at market prices rather than NAV, Shares of the Fund may trade at a price greater than or less than NAV.

Tax Information

The Funds
distributions are taxable and will generally be taxed as ordinary income or capital gains.

5

VelocityShares Russia Select DR ETF (the Fund)

Investment Objective

The Fund seeks investment results that replicate as closely as possible, before fees and expenses, the performance of its underlying
index, the BNY Mellon Russia Select DR Index (the Underlying Index).

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund (Shares). Investors
purchasing or selling Shares in the secondary market may be subject to costs (including customary brokerage commissions) charged by their broker. These costs are not included in the expense example below.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

0.XX%



Other expenses

0.XX%

Total annual Fund operating expenses

0.XX%

Example

The following example is intended to help you compare the cost of investing in the Fund with the costs of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same each year. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

One Year

Three Years

$XX

$XXX

Portfolio Turnover

The Fund will pay transaction costs, such as commissions, when it purchases and sells securities (or turns over its portfolio). A higher portfolio turnover will cause the Fund to incur
additional transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, may affect the Funds performance.

6

Principal Investment Strategies

ALPS Advisors, Inc. (the Adviser) will seek to match the performance of the Underlying Index. The Underlying Index is an
index designed to track the performance of depositary receipts of companies located in Russia. The Underlying Index is comprised of U.S. exchange-listed American Depositary Receipts (ADRs) and London Stock Exchange
(LSE)-traded Global Depositary Receipts (GDRs). The Fund seeks investment results that correspond generally to the performance, before fees and expenses of the Underlying Index by investing in ADRs and GDRs which comprise the
Underlying Index.

Depositary receipts are issued by a bank that purchases shares of a non-U.S. company and issues shares
based on the foreign holdings. ADRs are depositary receipts that trade on a U.S. exchange and thus are subject to registration and disclosure requirements under the Securities Acts of 1933 and Securities Exchange Act of 1934, each as amended. GDRs
are depositary receipts which trade on the LSE.

Principal Investment Risks

Investors should consider the following risk factors and special considerations associated with investing in the Fund, which may cause
you to lose all or part of your money.

Equity Risk. The value of the equity securities held by the
Fund may fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests. For example, an
adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop
in the stock market may depress the price of most or all of the common stocks and other equity securities held by the Fund. In addition, common stock of an issuer in the Funds portfolio may decline in price if the issuer fails to make
anticipated dividend payments because the issuer of the security experiences a decline in its financial condition. Common stock is subordinated to preferred stocks, bonds and other debt instruments in a companys capital structure, in terms of
priority to corporate income, and therefore will be subject to greater dividend risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures of common stocks have historically generated higher average
returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.

Investments in depositary receipts may be less liquid than the underlying shares in their primary trading market and may negatively affect the Funds ability to replicate the performance of the
Underlying Index.

Foreign Investment Risk. The Funds investments in non-U.S. issuers, although
limited to ADRs and GDRs, may involve unique risks compared to investing in securities of U.S. issuers, including less market liquidity, generally greater market volatility than U.S. securities and less complete financial information than for U.S.
issuers. In addition, adverse political, economic or social developments could undermine the value of the Funds investments or prevent the Fund from realizing the full value of its investments. Financial reporting standards for companies based
in foreign markets differ from those in the United States. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder
communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities. Issuers of unsponsored depositary receipts are not contractually obligated to disclose material information in the
U.S. and, therefore, such information may not correlate to the market value of the unsponsored depositary receipt.

7

Emerging market countries are countries that major international financial
institutions, such as the World Bank, generally consider to be less economically mature than developed nations. Emerging market countries can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most
countries located in Western Europe. Investing in foreign countries, particularly emerging market countries, entails the risk that news and events unique to a country or region will affect those markets and their issuers. Countries with emerging
markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets. The economies of emerging markets countries also may be based
on only a few industries, making them more vulnerable to changes in local or global trade conditions and more sensitive to debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

To the extent a substantial portion of the Index consists of securities from underlying issuers located in particular geographic areas,
natural disasters, such as volcano eruptions, tsunamis, earthquakes, floods, hurricanes, typhoons; epidemics; or other such events could have significant impact on the performance and/or risk of the Fund.

Russia Risk: Investment in securities of Russian issuers involves risks not typically associated with investments in securities of
issuers in more developed countries that may negatively affect the value of your investment in the Fund. Such heightened risks include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in
international trade, confiscatory taxation, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, the impact on the economy as a result of civil war, and social instability as a
result of religious, ethnic and/or socioeconomic unrest.

The securities markets of Russia are underdeveloped
and are often considered to be less correlated to global economic cycles than those markets located in more developed countries. As a result, securities markets in Russia are subject to greater risks associated with market volatility, lower market
capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of labor and industry. Moreover, trading on securities
markets may be suspended altogether.

The government in Russia may restrict or control to varying degrees the
ability of foreign investors to invest in securities of issuers located or operating in Russia. These restrictions and/or controls may at times limit or prevent foreign investment in securities of issuers located or operating in Russia. Moreover,
governmental approval or special licenses may be required prior to investments by foreign investors and may limit the amount of investments by foreign investors in a particular industry and/or issuer and may limit such foreign investment to a
certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of Russia and/or impose additional taxes on foreign investors. These factors, among others, make investing in
issuers located or operating in Russia significantly riskier than investing in issuers located or operating in more developed countries, and any one of them could cause a decline in the value of the Funds Shares.

Additionally, because Russia produces and exports large volumes of oil and gas, the Russian economy is particularly
sensitive to the price of oil and gas on the world market, and a decline in the price of oil and gas could have a significant negative impact on the Russian economy.

The value of the Russian Ruble may be subject to a high degree of fluctuation. The Funds assets will be invested
primarily in equity securities of Russian issuers and the income received by the Fund will be principally in Russian Rubles. The Funds exposure to the Russian Ruble and changes in value of the Russian Ruble versus the U.S. dollar may result in
reduced returns to the Fund. Moreover, the Fund may incur costs in connection with conversions between U.S. dollars and the Russian Ruble. In addition, the current economic turmoil in Russia and the effects on the current global economic crisis on
the Russian economy may have significant adverse effects on the Russian Ruble and on the values of the Funds investments.

Concentration Risk: The Fund seeks to track the Underlying Index, which itself may have concentration is certain regions,
economies, countries, markets, industries or sectors. Underperformance or increased risk in such concentrated areas may result in underperformance or increased risk in the Fund.

Currency Risk: The Funds investment in depositary receipts subjects the Fund to currency risk. The underlying securities of
the depositary receipts are typically non-dollar denominated. As such, dollar appreciation may have an adverse effect on underlying companys value in dollars. As a result, the Funds target index has a large inverse exposure to the U.S.
dollar.

Investment Style risk: Returns from depositary receipts of underlying issuers located in Russia may trail
returns from the overall stock market. Such securities may experience cycles of doing betteror worsethan other segments of the stock market or the stock market in general, potentially for extended periods of time.

Liquidity Risk. It may be more difficult for the Fund to buy and sell significant amounts of some securities without an
unfavorable impact on prevailing market prices. As a result, these securities may be difficult to dispose of at a fair price at the times when the Investment Adviser believes it is desirable to do so. The Funds investment in securities that
are less actively traded or over time experience decreased trading volume may restrict its ability to take advantage of other market opportunities or to dispose of securities. This also may affect adversely the Funds ability to make dividend
distributions to you.

8

Non-Correlation Risk. The Funds return may not match the return of the
Underlying Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Underlying Index, and incurs costs in buying and selling securities, especially when rebalancing the Funds holdings to
reflect changes in the composition of the Underlying Index. In addition, the performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Funds portfolio and the Underlying Index
resulting from legal restrictions, cash flows or operational inefficiencies.

Replication Management Risk. Unlike many
investment companies, the Fund is not actively managed. Therefore, it would not necessarily sell a security because the securitys issuer was in financial trouble unless that security is removed from the Underlying Index.

9

Fund Performance

The following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year and by showing how the Funds average
annual returns for certain time periods compare with the average annual returns of the Index and of another benchmark of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund
will perform in the future. Updated performance information is available online at www.VelocitySharesETFs.com or by calling 866.675.2639.

Investment Adviser

ALPS Advisors, Inc.
is the investment adviser to the Fund.

Portfolio Managers

Michael Akins, Vice President of Product Risk Management & Portfolio Analytics of ALPS Advisors, Inc. is responsible for the day to day management of the Fund since its inception.

Purchase and Redemption of Shares

The Trust will issue and redeem Shares at NAV only in a large specified number of Shares called a Creation Unit or multiples thereof. A Creation Unit consists of 50,000 Shares. Creation Unit
transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the Funds benchmark Index.

Individual Shares of the Fund may only be purchased and sold in secondary market transactions through brokers. Shares of the Fund are
listed for trading on NASDAQ and because Shares will trade at market prices rather than NAV, Shares of the Fund may trade at a price greater than or less than NAV.

Tax Information

The Funds distributions are taxable and will generally be taxed as
ordinary income or capital gains.

10

VelocityShares Emerging Asia DR ETF (the Fund)

Investment Objective

The Fund seeks investment results that replicate as closely as possible, before fees and expenses, the performance of its underlying
index, the BNY Mellon Emerging Asia DR Index (the Underlying Index).

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund (Shares). Investors
purchasing or selling Shares in the secondary market may be subject to costs (including customary brokerage commissions) charged by their broker. These costs are not included in the expense example below.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees

0.XX

%



Other expenses

0.XX

%

Total annual Fund operating expenses

0.XX

%

Example

The following example is intended to help you compare the cost of investing in the Fund with the costs of investing in other funds. The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same each year. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

One Year

Three Years

$XX

$XXX

Portfolio Turnover

The Fund will pay transaction costs, such as commissions, when it purchases and sells securities (or turns over its portfolio). A higher portfolio turnover will cause the Fund to incur
additional transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, may affect the Funds performance.

11

Principal Investment Strategies

ALPS Advisors, Inc. (the Adviser) will seek to match the performance of the Underlying Index. The Underlying Index is an
index designed to track the performance of depositary receipts of companies located in emerging Asian countries. The Underlying Index is comprised of U.S. exchange-listed American Depositary Receipts (ADRs) and London Stock
Exchange (LSE)-traded Global Depositary Receipts (GDRs). The Fund seeks investment results that correspond generally to the performance, before fees and expenses of the Underlying Index by investing in ADRs and GDRs which
comprise the Underlying Index.

Depositary receipts are issued by a bank that purchases shares of a non-U.S. company and
issues shares based on the foreign holdings. ADRs are depositary receipts that trade on a U.S. exchange and thus are subject to registration and disclosure requirements under the Securities Acts of 1933 and Securities Exchange Act of 1934, each as
amended. GDRs are depositary receipts which trade on the LSE.

As of August 31st, 2012, the countries included in the Underlying Index were:

Country

Weight

China

31.52

%

South Korea

30.04

%

Taiwan

21.71

%

India

14.42

%

Indonesia

1.49

%

Philippines

0.82

%

Principal Investment Risks

Investors should consider the following risk factors and special considerations associated with investing in the Fund, which may cause you to lose all or part of your money.

Equity Risk. The value of the equity securities held by the Fund may fall due to general market and economic
conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests. For example, an adverse event, such as an unfavorable earnings
report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of
most or all of the common stocks and other equity securities held by the Fund. In addition, common stock of an issuer in the Funds portfolio may decline in price if the issuer fails to make anticipated dividend payments because the issuer of
the security experiences a decline in its financial condition. Common stock is subordinated to preferred stocks, bonds and other debt instruments in a companys capital structure, in terms of priority to corporate income, and therefore will be
subject to greater dividend risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have
also experienced significantly more volatility in those returns.

Investments in depositary receipts may be
less liquid than the underlying shares in their primary trading market and may negatively affect the Funds ability to replicate the performance of the Underlying Index.

Foreign Investment Risk. The Funds investments in non-U.S. issuers, although limited to ADRs and GDRs, may
involve unique risks compared to investing in securities of U.S. issuers, including less market liquidity, generally greater market volatility than U.S. securities and less complete financial information than for U.S. issuers. In addition, adverse
political, economic or social developments could undermine the value of the Funds investments or prevent the Fund from realizing the full value of its investments. Financial reporting standards for companies based in foreign markets differ
from those in the United States. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of
such receipts, or to pass through to them any voting rights with respect to the deposited securities. Issuers of unsponsored depositary receipts are not contractually obligated to disclose material information in the U.S. and, therefore, such
information may not correlate to the market value of the unsponsored depositary receipt.

12

Emerging market countries are countries that major international financial
institutions, such as the World Bank, generally consider to be less economically mature than developed nations. Emerging market countries can include every nation in the world except the United States, Canada, Japan, Australia, New Zealand and most
countries located in Western Europe. Investing in foreign countries, particularly emerging market countries, entails the risk that news and events unique to a country or region will affect those markets and their issuers. Countries with emerging
markets may have relatively unstable governments, may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets. The economies of emerging markets countries also may be based
on only a few industries, making them more vulnerable to changes in local or global trade conditions and more sensitive to debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond
effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.

To the extent a substantial portion of the Index consists of securities from underlying issuers located in particular geographic areas,
natural disasters, such as volcano eruptions, tsunamis, earthquakes, floods, hurricanes, typhoons; epidemics; or other such events could have significant impact on the performance and/or risk of the Fund.

Concentration Risk: The Fund seeks to track the Underlying Index, which itself may have concentration is certain regions,
economies, countries, markets, industries or sectors. Underperformance or increased risk in such concentrated areas may result in underperformance or increased risk in the Fund.

Currency Risk: The Funds investment in depositary receipts subjects the Fund to currency risk. The underlying securities of
the depositary receipts are typically non-dollar denominated. As such, dollar appreciation may have an adverse effect on underlying companys value in dollars. As a result, the Funds target index has a large inverse exposure to the U.S.
dollar.

Investment Style Risk: Returns from depositary receipts of underlying issuers located in emerging
Asian countries may trail returns from the overall stock market. Such securities may experience cycles of doing betteror worsethan other segments of the stock market or the stock market in general, potentially for extended periods
of time.

Liquidity Risk. It may be more difficult for the Fund to buy and sell significant amounts of some securities
without an unfavorable impact on prevailing market prices. As a result, these securities may be difficult to dispose of at a fair price at the times when the Investment Adviser believes it is desirable to do so. The Funds investment in
securities that are less actively traded or over time experience decreased trading volume may restrict its ability to take advantage of other market opportunities or to dispose of securities. This also may affect adversely the Funds ability to
make dividend distributions to you.

Non-Correlation Risk. The Funds return may not match the return of the
Underlying Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Underlying Index, and incurs costs in buying and selling securities, especially when rebalancing the Funds holdings to
reflect changes in the composition of the Underlying Index. In addition, the performance of the Fund and the Underlying Index may vary due to asset valuation differences and differences between the Funds portfolio and the Underlying Index
resulting from legal restrictions, cash flows or operational inefficiencies.

13

Replication Management Risk. Unlike many investment companies, the Fund is not
actively managed. Therefore, it would not necessarily sell a security because the securitys issuer was in financial trouble unless that security is removed from the Underlying Index.

Fund Performance

The
following bar chart and table provide an indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year and by showing how the Funds average annual returns for certain time periods compare
with the average annual returns of the Index and of another benchmark of market performance. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance
information is available online at www.VelocitySharesETFs.com or by calling 866.675.2639.

Investment Adviser

ALPS Advisors, Inc.
is the investment adviser to the Fund.

Portfolio Managers

Michael Akins, Vice President of Product Risk Management & Portfolio Analytics of ALPS Advisors, Inc. is responsible for the day to day management of the Fund since its inception.

Purchase and Redemption of Shares

The Trust will issue and redeem Shares at NAV only in a large specified number of Shares called a Creation Unit or multiples thereof. A Creation Unit consists of 50,000 Shares. Creation Unit
transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication, or a representation, of the securities included in the Funds benchmark Index.

Individual Shares of the Fund may only be purchased and sold in secondary market transactions through brokers. Shares of the Fund are
listed for trading on NASDAQ and because Shares will trade at market prices rather than NAV, Shares of the Fund may trade at a price greater than or less than NAV.

Tax Information

The Funds distributions are taxable and will generally be taxed as
ordinary income or capital gains.

14

INTRODUCTIONALPS ETF TRUST

The ALPS ETF Trust (the Trust) is an investment company currently consisting of [nine] separate exchange-traded index
funds. This prospectus relates to the VelocityShares Emerging Market DR ETF, the VelocityShares Russia Select DR ETF and the VelocityShares Emerging Asia DR ETF. The Funds seek investment results that replicate as closely as possible, before
fees and expenses, the performance of the BNY Mellon Emerging Markets DR Index, the BNY Mellon Russia Select DR Index and the BNY Mellon Emerging Asia DR Index, respectively.

The Funds shares (the Shares) are listed on the NASDAQ. The Funds Shares will trade at market prices that may differ to some degree from the net asset value (NAV) of
the Shares. Unlike conventional mutual funds, the Funds will issue and redeem Shares on a continuous basis, at NAV, only in large specified blocks of 50,000 Shares, each of which is called a Creation Unit. Creation Units will be
issued and redeemed principally in-kind for securities included in a specified index. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund.

WHO SHOULD INVEST

The Funds are designed for
investors who seek a relatively low-cost passive approach for investing in a portfolio of equity securities of companies in a specified index. The Funds may be suitable for long-term investment in the market represented by a specified
index and may also be used as an asset allocation tool or as a speculative trading instrument.

TAX-ADVANTAGED
PRODUCT STRUCTURE

Unlike interests in many conventional mutual funds, the Shares are traded throughout the day on a
national securities exchange, whereas mutual fund interests are typically only bought and sold at closing NAVs. The Shares have been designed to be tradable in the secondary market on a national securities exchange on an intra-day basis, and to be
created and redeemed principally in-kind in Creation Units at each days next calculated NAV. These arrangements are designed to protect ongoing shareholders from adverse effects on the Funds portfolios that could arise from frequent cash
creation and redemption transactions. In a conventional mutual fund, redemptions can have an adverse tax impact on taxable shareholders because of the mutual funds need to sell portfolio securities to obtain cash to meet fund redemptions.
These sales may generate taxable gains for the shareholders of the mutual fund, whereas the Shares in-kind redemption mechanism generally will not lead to a tax event for the Funds or their ongoing shareholders.

15

VELOCITYSHARES EMERGING MARKETS DEPOSITARY RECEIPT ETF

VELOCITYSHARES RUSSIA SELECT DEPOSITARY RECEIPT ETF

VELOCITYSHARES EMERGING ASIA DEPOSITARY RECEIPT ETF

Investment Objective

The Funds seek investment results that replicate as closely as possible, before fees and expenses, the performance of their underlying
indices, the BNY Mellon Emerging Markets DR Index, the BNY Mellon Russia Select DR Index and the BNY Mellon Emerging Asia DR Index, respectively. Each Funds investment objective is not fundamental and may be changed by the Board of Trustees
without shareholder approval.

Additional Information about Principal Investment Strategies

ALPS Advisors, Inc. (the Adviser) will seek to match the performance of each Underlying Index. Each Underlying Index is
an index designed to track the performance of depositary receipts of companies located in emerging markets, Russia or emerging Asian countries. Each Underlying Index is comprised of U.S. exchange-listed American Depositary Receipts
(ADRs) and London Stock Exchange (LSE)-traded Global Depositary Receipts (GDRs). Each Fund seeks investment results that correspond generally to the performance, before fees and expenses of the applicable
Underlying Index by investing in ADRs and GDRs which comprise the applicable Underlying Index.

Index Description

Each Index is restricted to U.S. exchange-listed ADRs and LSE-traded GDRs representing equity securities that satisfy the the applicable
Underlying Indexs coverage requirements.

Depositary receipts are issued by a bank that purchases shares of a non-U.S.
company and issues shares based on the foreign holdings. ADRs are depositary receipts that trade on a U.S. exchange and thus are subject to registration and disclosure requirements under the Securities Acts of 1933 and Securities Exchange Act of
1934, each as amended. GDRs are depositary receipts which trade on the LSE.

Emerging market, Russian or Emerging Asia securities which
underlie depository receipts eligible for inclusion in an Underlying Index generally include ordinary shares, preference shares, participation certificates, preferred stock (excluding fixed-rate and convertible types) and other such securities that
represent an equity interest in a company, regardless of voting status. Warrants, debentures and other instruments with either debt or derivative characteristics are generally excluded from consideration.

16

In general, eligible shares include one or more share classes in the event that a companys share
capital is denominated in multiple classes trading in the local market that are also traded in the form of U.S. exchange-listed ADRs or LSE-traded GDRs

Generally, only the shares outstanding associated with a share class which is the basis of U.S. exchange-listed ADRs or LSE-traded GDRs will be considered in an Underlying Index calculation. To calculate
the market capitalization of each Underlying Index constituent, the Dow Jones Indexes then-current free-float market capitalization methodology is applied to the shares outstanding for such share classes only, and all other share classes are
excluded.

Eligible securities are evaluated to ensure their overall consistency with the character, design, and purpose of each Underlying
Index, to further its use as an effective benchmark. Final decisions regarding additions to and removals from each Underlying Index are made by the ADR Index Administrator subject to periodic review by a policy steering committee known as BNY Mellon
ADR Index Committee.

BNY Mellon Emerging Markets DR Index

All Emerging Market U.S. exchange-listed ADRs and LSE-traded GDRs are eligible for inclusion in the Emerging Markets DR Index, regardless of number of shares outstanding, or length of time elapsed since
the date of listing. Securities are subject to a liquidity screen based on volume on the primary exchange where the depositary receipt trades to be included in the Emerging Markets DR Index. A security is generally deleted if their illiquidity is
due to either: 1) ten consecutive non-trading days; 2) suspension from trading; or 3) ongoing bankruptcy proceedings. A security may be deleted from the Index prior to 10 days of no trading activity if there are circumstances that reasonably
indicate a forthcoming suspension of trading or delisting whether voluntary or involuntary. Subsequently, for re-inclusion in the Emerging Markets DR Index, the stock must not have more than ten consecutive non-trading days during the past quarter.

The Emerging Markets DR Index definition of emerging stock markets refers to the stock markets in any developing economy, no matter how
well-developed the stock market itself may be, with the implication that the stock markets potential to emerge further is strongly linked to the economys overall development potential. Therefore, all stock markets in developing
economies, including low-income and middle-income economies as defined by the World Bank, are considered emerging for purposes of The BNY Mellon Emerging Markets DR Index. Additionally, countries classified by the World Bank as high income may be
considered emerging by BNY Mellon DR Indices. Factors considered, but not limited to, in such a determination are the countrys economic development, overall market size and liquidity. South Korea and Taiwan are two examples countrys that
the World Bank classifies as high income but are considered emerging by BNY Mellon DR Indices.

BNY Mellon Russia Select DR Index

All Russian U.S. exchange-listed ADRs and LSE-traded GDRs are eligible for inclusion in the Russia Select DR Index, regardless of
number of shares outstanding, or length of time elapsed since the date of listing. Securities are subject to a liquidity screen based on volume on the primary exchange where the depositary receipt trades to be included in the Russia Select DR Index.
A security is generally deleted if their illiquidity is due to either: 1) ten consecutive non-trading days; 2) suspension from trading; or 3) ongoing bankruptcy proceedings. A security may be deleted from the Index prior to 10 days of no trading
activity if there are circumstances that reasonably indicate a forthcoming suspension of trading or delisting whether voluntary or involuntary. Subsequently, for re-inclusion in the Russia Select DR Index, the stock must not have more than ten
consecutive non-trading days during the past quarter.

17

BNY Mellon Emerging Asia DR Index

All Emerging Asia U.S. exchange-listed ADRs and LSE-traded GDRs are eligible for inclusion in the Emerging Asia DR Index, regardless of number of shares outstanding, or length of time elapsed since the
date of listing. Securities are subject to a liquidity screen based on volume on the primary exchange where the depository receipt trades to be included in the Emerging Asia DR Index. A security is generally deleted if their illiquidity is due to
either: 1) ten consecutive non-trading days; 2) suspension from trading; or 3) ongoing bankruptcy proceedings. A security may be deleted from the Index prior to 10 days of no trading activity if there are circumstances that reasonably indicate a
forthcoming suspension of trading or delisting whether voluntary or involuntary. Subsequently, for re-inclusion in the Emerging Asia DR Index, the stock must not have more than ten consecutive non-trading days during the past quarter.

Each Fund will normally invest at least 90% of its total assets in depositary receipts constituting each Funds respective
Underlying Index. Each Fund may invest its remaining assets in money market instruments, including repurchase agreements or other funds which invest exclusively in money market instruments, convertible securities, structured notes (notes on which
the amount of principal repayment and interest payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index) and forward foreign currency exchange contracts and in swaps, options and
futures contracts. Each Fund will not invest in money market instruments as part of a temporary defensive strategy to protect against potential stock market declines. The Investment Adviser anticipates that it may take approximately three business
days (i.e., each day the relevant exchange is open) for additions and deletions to each Underlying Index to be reflected in the portfolio composition of each Fund.

Each Fund may lend its portfolio securities to brokers, dealers and other financial institutions desiring to borrow securities to complete transactions and for other purposes. In connection with such
loans, each Fund receives liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market on a daily basis.

The investment objective and policies described herein constitute non-fundamental policies that may be changed by the Board of Trustees of the Trust without shareholder approval. Certain other fundamental
policies of each Fund are set forth in the Statement of Additional Information under Investment Restrictions.

ADDITIONAL RISK CONSIDERATIONS

In addition to the risks described previously, there are certain other risks related to investing in
each Fund.

Fluctuation of Net Asset Value. The NAV of the Funds Shares will generally fluctuate with changes in
the market value of the Funds holdings. The market prices of the Shares will generally fluctuate in accordance with changes in NAV as well as the relative supply of and demand for the Shares on the

18

NASDAQ. The Adviser cannot predict whether the Shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in
the secondary trading market for the Shares will be closely related to, but not identical to, the same forces influencing the prices of the stocks of each Underlying Index trading individually or in the aggregate at any point in time.

However, given that the Shares can be purchased and redeemed in Creation Units (unlike shares of many closed-end funds, which frequently
trade at appreciable discounts from, and sometimes premiums to, their NAV), the Investment Adviser believes that large discounts or premiums to the NAV of the Shares should not be sustained.

Securities Lending. Although each Fund will receive collateral in connection with all loans of its securities holdings, each Fund
would be exposed to a risk of loss should a borrower default on its obligation to return the borrowed securities (e.g., the loaned securities may have appreciated beyond the value of the collateral held by each Fund). In addition, each Fund will
bear the risk of loss of any cash collateral that it invests.

These risks are described further in the Statement of
Additional Information.

INVESTMENT ADVISORY SERVICES

Investment Adviser

ALPS Advisors, Inc. (the Adviser) acts as the Funds investment adviser pursuant to an advisory agreement with the Trust
on behalf of the Funds (the Advisory Agreement). The Investment Adviser, located at 1290 Broadway, Suite 1100, Denver, Colorado 80203, is registered with the Securities and Exchange Commission as an investment adviser. The Investment
Adviser currently employs four investment professionals with more than 70 years combined industry experience. As of June 30, 2012, the Investment Adviser provided supervisory and management services on approximately
$ billion in assets through closed-end funds, mutual funds and exchange-traded funds. Pursuant to the Advisory Agreement, the Investment Adviser manages the investment and
reinvestment of the Funds assets and administers the affairs of the Fund to the extent requested by the Board of Trustees.

Pursuant to the Advisory Agreement, each Fund pays the Adviser a unitary fee for the services and facilities it provides payable on a monthly basis at the annual rate of 0.XX% of each Funds average
daily net assets. From time to time, the Adviser may waive all or a portion of its fee.

Out of the unitary management fee,
the Adviser pays substantially all expenses of each Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except for interest expenses, distribution fees or expenses, brokerage expenses, taxes
and extraordinary expenses not incurred in the ordinary course of each Funds business.

The Advisers unitary
management fee is designed to pay substantially all the Funds expenses and to compensate the Investment Adviser for providing services for each Fund.

Approval of Advisory Agreement

A discussion regarding the basis for the
Board of Trustees approval of the Advisory Agreement is available in each Funds annual report to shareholders for the period ending November 30, 2012.

19

Portfolio Management

ALPS Advisors supervises and manages the investment portfolio of each Fund and directs the purchase and sale of each Funds investment securities based on each Funds Index. The team meets
regularly to review portfolio holdings and to discuss purchase and sale activity.

Michael Akins, Vice President of Product
Risk Management & Portfolio Analytics, is head of the Index Management team covering domestic and international passive equity funds and is also responsible for the refinement and implementation of the equity portfolio management process.
Prior to joining ALPS Advisors, Mr. Akins served as Deputy Chief Compliance Officer for ALPS Fund Services. Before joining ALPS, Mr. Akins was AVP and Compliance Officer for UMB Financial Corporation and prior to UMB, he was an Account
Manager at State Street Corporation. Mr. Akins has over 10 years financial services experience, Honor Graduate from the Fiduciary and Investment Risk Management School and graduated from Briar Cliff University with a B.A. in Business
Administration.

The Statement of Additional Information provides additional information about the portfolio managers
compensation structure, other accounts managed by the portfolio manager and the portfolio managers ownership of securities of the Fund.

PURCHASE AND REDEMPTION OF SHARES

Book Entry

Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company
(DTC) or its nominee is the record owner of all outstanding Shares of the Funds and is recognized as the owner of all Shares for all purposes.

Investors owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. Participants in DTC include securities brokers and
dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock
certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures
are the same as those that apply to any other stocks that you hold in book entry or street name form.

HOW TO BUY AND SELL SHARES

Pricing Fund Shares

The trading price of the Funds shares on the NASDAQ may differ from the Funds daily NAV and can be affected by market forces of supply and demand, economic conditions and other factors.

The NYSE Arca intends to disseminate the approximate value of Shares of each Fund every fifteen seconds. This approximate
value should not be viewed as a real-time update of the NAV per Share of each Fund because the approximate value may not be calculated in the same manner as the NAV, which is computed once a day, generally at the end of the business day.
Each Fund is not involved in, or responsible for, the calculation or dissemination of the approximate value and each Fund does not make any warranty as to its accuracy.

20

The NAV per Share for each Fund is determined once daily as of the close of the NASDAQ,
usually 4:00 p.m. Eastern time, each day the NASDAQ is open for trading. NAV per Share is determined by dividing the value of each Funds portfolio securities, cash and other assets (including accrued interest), less all liabilities
(including accrued expenses), by the total number of shares outstanding.

Equity securities are valued at the last reported
sale price on the principal exchange on which such securities are traded, as of the close of regular trading on their primary listing exchange on the day the securities are being valued or, if there are no sales, at the mean of the most recent bid
and asked prices. Equity securities that are traded in over-the-counter markets are valued at the NASDAQ Official Closing Price as of the close of regular trading on the NASDAQ on the day the securities are valued or, if there are no sales, at the
mean of the most recent bid and asked prices. Debt securities are valued at the mean between the last available bid and asked prices for such securities or, if such prices are not available, at prices for securities of comparable maturity, quality,
and type. Securities for which market quotations are not readily available, including restricted securities, are valued by a method that the Trustees believe accurately reflects fair value. Securities will be valued at fair value when market
quotations are not readily available or are deemed unreliable, such as when a securitys value or meaningful portion of each Funds portfolio is believed to have been materially affected by a significant event. Such events may include a
natural disaster, an economic event like a bankruptcy filing, a trading halt in a security, an unscheduled early market close or a substantial fluctuation in domestic and foreign markets that has occurred between the close of the principal exchange
and the NYSE Arca. In such a case, the value for a security is likely to be different from the last quoted market price. In addition, due to the subjective and variable nature of fair market value pricing, it is possible that the value determined
for a particular asset may be materially different from the value realized upon such assets sale.

Creation Units

Investors such as market makers, large investors and institutions who wish to deal in Creation Units directly with each Fund must have
entered into an authorized participant agreement with the Distributor and the transfer agent, or purchase through a dealer that has entered into such an agreement. Set forth below is a brief description of the procedures applicable to purchase and
redemption of Creation Units. For more detailed information, see Creation and Redemption of Creation Unit Aggregations in the Statement of Additional Information.

How to Buy Shares

In order to purchase Creation Units of each Fund, an
investor must generally deposit a designated portfolio of equity securities constituting a substantial replication, or a representation, of the Depositary Receipts representing the securities included in each Index (the Deposit
Securities) and generally make a small cash payment referred to as the Cash Component. For those APs that are not eligible for trading a Deposit Security, custom orders are available. The list of the names and the numbers of shares
of the Deposit Securities is made available by each Funds custodian through the facilities of the NSCC, immediately prior to the opening of business each day of the NASDAQ. The Cash Component represents the difference between the NAV of a
Creation Unit and the market value of the Deposit Securities. In the case of custom orders, cash-in-lieu may be added to the Cash Component to replace any Deposit Securities that the AP may not be eligible to trade.

21

Orders must be placed in proper form by or through either (i) a Participating
Party i.e., a broker-dealer or other participant in the Clearing Process of the Continuous Net Settlement System of the NSCC (the Clearing Process) or (ii) a participant of the DTC (DTC Participant) that has
entered into an agreement with the Trust, the Distributor and the transfer agent, with respect to purchases and redemptions of Creation Units. All standard orders must be placed for one or more whole Creation Units of Shares of each Fund and must be
received by the Distributor in proper form no later than the close of regular trading on the NASDAQ (ordinarily 4:00 p.m. Eastern time) (Closing Time) in order to receive that days closing NAV per Share. In the case of custom
orders, as further described in the Statement of Additional Information, the order must be received by the Distributor no later than one hour prior to Closing Time in order to receive that days closing NAV per Share. A custom order may be
placed by an AP in the event that the Trust permits or requires the substitution of an amount of cash to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or which may not
be eligible for trading by such AP or the investor for which it is acting or any other relevant reason. See Creation and Redemption of Creation Unit Aggregations in the Statement of Additional Information.

A fixed creation transaction fee of $500 per transaction (the Creation Transaction Fee) is applicable to each transaction
regardless of the number of Creation Units purchased in the transaction. An additional charge of up to four times the Creation Transaction Fee may be imposed on transactions effected outside of the Clearing Process (through a DTC Participant) or to
the extent that cash is used in lieu of securities to purchase Creation Units. See Creation and Redemption of Creation Unit Aggregations in the Statement of Additional Information. The price for each Creation Unit will equal the daily
NAV per Share times the number of Shares in a Creation Unit plus the fees described above and, if applicable, any transfer taxes.

Shares of each Fund may be issued in advance of receipt of all Deposit Securities subject to various conditions, including a requirement to maintain cash at least equal to 115% of the market value of the
missing Deposit Securities on deposit with the Trust. See Creation and Redemption of Creation Unit Aggregations in the Statement of Additional Information.

Legal Restrictions on Transactions in Certain Stocks

An investor subject
to a legal restriction with respect to a particular stock required to be deposited in connection with the purchase of a Creation Unit may, at each Funds discretion, be permitted to deposit an equivalent amount of cash in substitution for any
stock which would otherwise be included in the Deposit Securities applicable to the purchase of a Creation Unit. For more details, see Creation and Redemption of Creation Unit Aggregations in the Statement of Additional Information.

Redemption of Shares

Shares may be redeemed only in Creation Units at their NAV and only on a day the NASDAQ is open for business. Each Funds custodian makes available immediately prior to the opening of business each
day of the NASDAQ, through the facilities of the NSCC, the list of the names and the numbers of shares of each Funds portfolio securities that will be applicable that day to redemption requests in proper form (Fund Securities).
Fund Securities received on redemption may not be identical to Deposit Securities, which are applicable to purchases of Creation Units. Unless cash redemptions are available or specified for each Fund, the redemption proceeds consist of the Fund
Securities, plus cash in an amount equal to the difference between the NAV of Shares being redeemed as next determined after receipt by the transfer agent of a redemption request in proper form, and the value of the Fund Securities (the Cash
Redemption Amount), less the applicable redemption fee and, if applicable, any transfer taxes. Should the Fund Securities have a value greater than the NAV of Shares being redeemed, a compensating cash payment to each Fund equal to the
differential, plus the applicable redemption fee and, if applicable, any transfer taxes will be required to be arranged for, by or on behalf of the redeeming shareholder. For more details, see Creation and Redemption of Creation Unit
Aggregations in the Statement of Additional Information.

22

An order to redeem Creation Units of each Fund may only be effected by or through an AP. An
order to redeem must be placed for one or more whole Creation Units and must be received by the transfer agent in proper form no later than the close of regular trading on the NASDAQ (normally 4:00 p.m. Eastern time) in order to receive that
days closing NAV per Share. In the case of custom orders, as further described in the Statement of Additional Information, the order must be received by the transfer agent no later than 3:00 p.m. Eastern time.

A fixed redemption transaction fee of $500 per transaction (the Redemption Transaction Fee) is applicable to each redemption
transaction regardless of the number of Creation Units redeemed in the transaction. An additional charge of up to four times the Redemption Transaction Fee may be charged to approximate additional expenses incurred by the Fund with respect to
redemptions effected outside of the Clearing Process or to the extent that redemptions are for cash. Each Fund reserves the right to effect redemptions in cash. A shareholder may request a cash redemption in lieu of securities, however, each Fund
may, in its discretion, reject any such request. See Creation and Redemption of Creation Unit Aggregations in the Statement of Additional Information.

Distributions

Dividends and Capital Gains. Fund shareholders are
entitled to their share of each Funds income and net realized gains on its investments. Each Fund pays out substantially all of its net earnings to its shareholders as distributions.

Each Fund typically earns income dividends from stocks and interest from debt securities. These amounts, net of expenses, are passed
along to each Funds shareholders as income dividend distributions. Each Fund realizes capital gains or losses whenever it sells securities. Net long-term capital gains are distributed to shareholders as capital gain
distributions.

Income dividends, if any, are distributed to shareholders quarterly. Net capital gains are distributed
at least annually. Dividends may be declared and paid more frequently to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended. In addition, each Fund intends to distribute at least
quarterly amounts representing the full dividend yield net of expenses on the underlying investment securities as if each Fund owned the underlying investment securities for the entire dividend period. As a result, some portion of each distribution
may result in a return of capital (which is a return of the shareholders investment in the Fund). Section 19(a) of the Investment Company Act of 1940, as amended (the 1940 Act), and Rule 19a-1 thereunder require each Fund
to provide a written statement accompanying any such distribution that adequately discloses its source or sources to the extent the source includes something other than net investment income. Thus, if the source of the dividend or other distribution
were the original capital contribution of the shareholder, and the payment amounted to a return of capital, each Fund would be required to provide written disclosure to that effect. Nevertheless, persons who periodically receive the payment of a
dividend or other distribution may be under the impression that they are receiving net profits when they are not. Shareholders should read any written disclosure provided pursuant to Section 19(a) and Rule 19a-1 carefully, and should not
assume that the source of any distribution from each Fund is net profit.

Distributions in cash may be reinvested
automatically in additional whole Shares only if the broker through whom the Shares were purchased makes such option available.

23

FREQUENT PURCHASES AND REDEMPTIONS

Each Fund imposes no restrictions on the frequency of purchases and redemptions. The Board of Trustees evaluated the risks of market
timing activities by each Funds shareholders when they determined that no restriction or policy was necessary. The Board considered that, unlike traditional mutual funds, each Fund issues and redeems its shares at NAV for a basket of
securities intended to mirror each Funds portfolio, plus a small amount of cash, and each Funds Shares may be purchased and sold on the exchange at prevailing market prices. Given this structure, the Board determined that it is unlikely
that (a) market timing would be attempted by each Funds shareholders or (b) any attempts to market time each Fund by its shareholders would result in negative impact to each Fund or its shareholders.

FUND SERVICE PROVIDERS

ALPS Fund Services, Inc. is the administrator of each Fund.

The Bank of New York
Mellon is the custodian, fund accounting agent and transfer agent for each Fund.

Dechert LLP serves as counsel to each Fund.

Deloitte & Touche LLP serves as each Funds independent registered public accounting firm. The independent
registered public accounting firm is responsible for auditing the annual financial statements of each Fund.

INDEX PROVIDER

BNY Mellon is the Index Provider for the VelocityShares Emerging Market Depositary Receipt ETF,
VelocityShares Russia Select Depositary Receipt ETF and the VelocityShares Emerging Asia Depositary Receipt ETF. The Trust and the Investment Adviser have entered into a license agreement with BNY (the Licensor) to use each Underlying
Index.

VelocityShares and the VelocityShares logo are service marks of VelocityShares. All other trademarks, service marks or
registered trademarks are the property of their respective owners. These marks have been licensed for use by the Index Provider.

DISCLAIMERS

BNY Mellon and BNY Mellon ADR Index (BNYM Index Marks) are service marks of The Bank of New York Mellon Corporation or any of its subsidiaries, affiliates or group companies (BNY
Mellon) and have been licensed for use for certain purposes by ALPs. ALPs products based on the BNYM Index Marks named above are not sponsored, endorsed, sold, recommended or promoted BNY Mellon, and BNY Mellon does not make any
representation or warranty, express or implied, to the purchasers or owners of the products or any member of the public regarding the advisability of investing in financial products generally or in these products particularly, the ability of the
indexes named above to track market performance or the suitability or appropriateness of the products for such purchasers, owners or such member of the public. The relationship between BNY Mellon, on one hand, and ALPs on the other, is limited to
the licensing of certain service marks and trade names of BNY Mellon, and the BNYM Index Marks are determined, composed and calculated by BNY Mellon without regard to ALPs or their products. BNY Mellon has no obligation to take the needs of ALPs or
the purchasers or owners of their products into consideration in determining, composing or calculating the indexes named above. BNY Mellon is not responsible for, nor has participated in, the determination of the timing of, prices at, or quantities
of the products to be issued or in the determination or calculation of the equation by which the products are to be converted into cash. BNY Mellon has no obligation or liability in connection with the administration, marketing or trading of the
products. BNY MELLON DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE INDEXES LISTED ABOVE OR ANY DATA

24

INCLUDED THEREIN, AND BNY MELLON SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. BNY MELLON MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
ALPs, PURCHASERS OR OWNERS OF THEIR PRODUCTS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES LISTED ABOVE OR ANY DATA INCLUDED THEREIN. BNY MELLON MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEXES LISTED ABOVE OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BNY MELLON HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The Investment Adviser does not guarantee the accuracy and/or the completeness of each Underlying Index or any data included therein, and the Investment Adviser shall have no liability for any errors,
omissions or interruptions therein. The Investment Adviser makes no warranty, express or implied, as to results to be obtained by each Fund, owners of the Shares of each Fund or any other person or entity from the use of each Underlying Index or any
data included therein. The Investment Adviser makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to each Underlying Index or any data included
therein. Without limiting any of the foregoing, in no event shall the Investment Adviser have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of
each Underlying Index even if notified of the possibility of such damages.

FEDERAL INCOME
TAXATION

As with any investment, you should consider how your investment in Shares will be taxed. The tax information in
this Prospectus is provided as general information. You should consult your own tax professional about the tax consequences of an investment in Shares.

Unless your investment in the Shares is made through a tax-exempt entity or tax-deferred retirement account, such as an IRA plan, you need to be aware of the possible tax consequences when:



Each Fund makes distributions,



You sell your Shares listed on the NASDAQ, and



You purchase or redeem Creation Units.

Taxes on Distributions

Dividends from net investment income, if any, are
declared and paid quarterly. Each Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements. In general, your distributions are subject to federal income tax when they are paid, whether you take
them in cash or reinvest them in each Fund. Dividends paid out of each Funds income and net short-term capital gains, if any, are taxable as ordinary income. Distributions of net long-term capital gains, if any, in excess of net short-term
capital losses are taxable as long-term capital gains, regardless of how long you have held the Shares.

Long-term capital
gains of non-corporate taxpayers are generally taxed at a maximum rate of 15% for taxable years beginning before January 1, 2013. In addition, for these taxable years some ordinary dividends declared and paid by each Fund to non-corporate
shareholders may qualify for taxation at the lower reduced tax rates applicable to long-term capital gains, provided that holding period and other

25

requirements are met by each Fund and the shareholder. Without future Congressional action, the maximum rate applicable to long-term capital gains will return to 20% in 2013, and all dividends
will be taxed at ordinary income rates.

If you are not a citizen or permanent resident of the United States, each Funds
ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies or unless such income is effectively connected with a U.S. trade or
business carried on through a permanent establishment in the United States. For distributions with respect to taxable years of regulated investment companies beginning before January 1, 2012, each Fund is not required to withhold any amounts
with respect to distributions to foreign shareholders that are properly designated by each Fund as interest-related dividends or short-term capital gain dividends, provided that the income would not be subject to federal
income tax if earned directly by the foreign shareholder. However each Fund may withhold tax on these amounts regardless of the fact that it is not required to do so. Any amounts withheld from payments made to a shareholder may be refunded or
credited against the shareholders U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS. Prospective investors are urged to consult their tax advisors regarding the specific tax consequences
described above.

Each Fund generally would be required to withhold a percentage of your distributions and proceeds if you
have not provided a taxpayer identification number (generally your social security number) or otherwise provide proof of an applicable exemption from backup withholding. The backup withholding rate for an individual is currently 28%.

Taxes on Exchange-Listed Shares Sales

Currently, any capital gain or loss realized upon a sale of Shares is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as short-term capital gain
or loss if the Shares have been held for one year or less. The ability to deduct capital losses may be limited.

Taxes on Purchase and
Redemption of Creation Units

An AP who exchanges equity securities for Creation Units generally will recognize a gain or
a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time of the exchange and the exchangers aggregate basis in the securities surrendered and the Cash Component paid. A person who
exchanges Creation Units for equity securities will generally recognize a gain or loss equal to the difference between the exchangers basis in the Creation Units and the aggregate market value of the securities received and the Cash Redemption
Amount. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing wash sales, or on the basis that there has been no
significant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether the wash sale rules apply and when a loss might be deductible.

Under current federal tax laws, any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term
capital gain or loss if the Shares have been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less.

If you purchase or redeem Creation Units, you will be sent a confirmation statement showing how many and at what price you purchased or sold Shares.

26

The foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for personal tax advice. You may also be subject to state and local taxation on each Funds distributions, and sales of each Funds Shares. Consult your personal tax
advisor about the potential tax consequences of an investment in each Funds Shares under all applicable tax laws.

OTHER INFORMATION

For purposes of the 1940 Act, the Fund is treated as a registered investment company. Section 12(d)(1) of the 1940 Act restricts investments by investment companies in the securities of other
investment companies, including Shares of the Fund. The SEC has issued an exemptive order to the Trust permitting registered investment companies to invest in exchange-traded funds offered by the Trust beyond the limits of Section 12(d)(1)
subject to certain terms and conditions, including that such registered investment companies enter into an agreement with the Trust.

Disclosure of Portfolio Holdings

Each Funds portfolio holdings are disclosed each day on its website at www.alpsfunds.com. A description of the Trusts policies and procedures with respect to the disclosure of each Funds portfolio securities is available in each Funds Statement of Additional Information.

Premium/Discount Information

Information regarding how often the Shares of each Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the net asset value of each Fund during the past
calendar year can be found at www.alpsfunds.com.

27

FINANCIAL HIGHLIGHTS

28

FOR MORE INFORMATION

Existing Shareholders or Prospective Investors



Call your financial professional



www.alpsfunds.com



www.velocitysharesetfs.com

Dealers/Institutional Investors



www.velocitysharesetfs.com



Telephone: 1-877-583-5624

Investment Adviser

ALPS Advisors, Inc.

1290 Broadway

Suite 1100

Denver, Colorado 80203

Distributor

ALPS Distributors, Inc.

1290 Broadway

Suite 1100

Denver, Colorado 80203

Custodian

The Bank of New York Mellon

101 Barclay Street

New York, New York 10286

Transfer Agent

The Bank of New York Mellon

101 Barclay Street

New York, New York 10286

Legal Counsel

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

555 17th Street

Suite 3600

Denver, Colorado 80202

29

[ALPS® LOGO]

A Statement of Additional Information dated XXX, which contains more details about each Fund, is incorporated by reference in its entirety into this Prospectus, which means that it is legally part of
this Prospectus.

You will find additional information about each Fund in its annual and semi-annual reports to shareholders,
when available. The annual report will explain the market conditions and investment strategies affecting each Funds performance during its last fiscal year.

You can ask questions or obtain a free copy of each Funds shareholder reports or the Statement of Additional Information by calling 866.675.2639. Free copies of each Funds shareholder reports
and the Statement of Additional Information are available from our website at www.alpsfunds.com.

Each Fund sends only one report to a household if more than one account has the same address. Contact the transfer agent if you do not
want this policy to apply to you.

Information about each Fund, including its reports and the Statement of
Additional Information, has been filed with the SEC. It can be reviewed and copied at the SECs Public Reference Room in Washington, DC or on the EDGAR database on the SECs internet site (http://www.sec.gov). Information on the operation
of the SECs Public Reference Room may be obtained by calling the SEC at 202.551.5850. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SECs e-mail address
(publicinfo@sec.gov) or by writing the Public Reference section of the SEC, 100 F Street NE, Room 1580, Washington, DC 20549.

PROSPECTUS

Distributor

ALPS Distributors, Inc.

1290 Broadway

Suite 1100

Denver, Colorado 80203

XXX, 2012

Investment Company Act File No. 811-22175.

30

This information in this Statement of Additional Information is not
complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Investment
Company Act File No. 811-22175

ALPS ETF Trust

Fund

Ticker

VelocityShares Emerging Markets DR ETF

[ ]

VelocityShares Russia Select DR ETF

[ ]

VelocityShares Emerging Asia DR ETF

[ ]

Statement of Additional Information

Dated [ ], 2012

This Statement of Additional Information (SAI) is not a prospectus. It should be read in conjunction with the Prospectus
dated [ ], 2012 for the VelocityShares Emerging Markets DR ETF, the VelocityShares Russia Select DR ETF and the VelocityShares Emerging Asia DR ETF (the Funds), each a separate series of the ALPS ETF Trust (the
Trust), as it may be revised from time to time. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained without charge by writing to
the Trusts distributor, ALPS Distributors, Inc. (the Distributor), or by calling toll free 866.675.2639.

Principal U.S.
Listing Exchange for each ETF: NYSE Arca, Inc.

The Funds had not commenced operations as of the date of this Statement, and therefore have no
financial statements.

The Trust was organized as a Delaware statutory trust on September 13, 2007 and is authorized to have multiple series or portfolios.
The Trust is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Trust currently consists of
investment portfolios. This SAI relates to the VelocityShares Emerging Markets DR ETF, the VelocityShares Russia Select DR ETF and the VelocityShares Emerging Asia DR ETF (the
Funds). Each Fund is an index-based exchange-traded fund (commonly referred to as an ETF). ETFs are funds that trade like other publicly-traded securities. Each Fund is designed to track the performance of an index. Similar
to shares of an index mutual fund, each share of a Fund represents a partial ownership in an underlying portfolio of securities intended to track a market index. The shares of each Fund are referred to herein as Shares or Fund
Shares.

Each Fund is managed by ALPS Advisors, Inc. (ALPS Advisors or the Adviser).

Each Fund will offer and issue Shares at net asset value (NAV) only in aggregations of a specified number of Shares (each a
Creation Unit or a Creation Unit Aggregation), generally in exchange for a basket of equity securities included in the Underlying Index (the Deposit Securities), together with the deposit of a specified cash
payment (the Cash Component). Each Funds Shares are listed on NYSE Arca, Inc. (the NYSE Arca) under the following trading symbols . Fund Shares
will trade on the NYSE Arca at market prices that may be below, at or above NAV. Shares are redeemable only in Creation Unit Aggregations and, generally, in exchange for portfolio securities and a specified cash payment. Creation Units are
aggregations of 50,000 Shares. In the event of the liquidation of a Fund, the Trust may lower the number of Shares in a Creation Unit.

The Trust reserves the right to offer a cash option for creations and redemptions of Fund Shares. Fund Shares may be issued in advance of receipt of Deposit Securities subject to various
conditions including a requirement to maintain on deposit with the Trust cash at least equal to 115% of the market value of the missing Deposit Securities. See the Creation and Redemption of Creation Unit Aggregations section. In each
instance of such cash creations or redemptions, transaction fees may be imposed that will be higher than the transaction fees associated with in-kind creations or redemptions. In all cases, such fees will be limited in accordance with the
requirements of the Securities and Exchange Commission (the SEC) applicable to management investment companies offering redeemable securities.

EXCHANGE LISTING AND TRADING

There can be no
assurance that the requirements of the NYSE Arca, Inc. necessary to maintain the listing of Shares of a Fund will continue to be met. The NYSE Arca may, but is not required to, remove the Shares of a Fund from listing if (i) following the
initial 12-month period beginning at the commencement of trading of the Fund, there are fewer than 50 beneficial owners of the Shares of the Fund for 30 or more consecutive trading days; (ii) the value of the Underlying Index is no longer
calculated or available; or (iii) such other event shall occur or condition exist that, in the opinion of the NYSE Arca, makes further dealings on the NYSE Arca inadvisable. The NYSE Arca will remove the Shares of a Fund from listing and
trading upon termination of such Fund.

As in the case of other stocks traded on the NYSE Arca, brokers commissions on
transactions will be based on negotiated commission rates at customary levels.

1

The Trust reserves the right to adjust the price levels of the Shares in the future to help maintain
convenient trading ranges for investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.

INVESTMENT RESTRICTIONS

The investment restrictions set forth below have been adopted by the Board of Trustees of the Trust (the Board) as fundamental policies that cannot be changed with respect to a Fund without
the affirmative vote of the holders of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund. The investment objective of the Funds and all other investment policies or practices of the Funds are considered by the
Trust not to be fundamental and accordingly may be changed without shareholder approval. For purposes of the 1940 Act, a majority of the outstanding voting securities means the lesser of the vote of (i) 67% or more of the Shares of
a Fund present at a meeting, if the holders of more than 50% of the outstanding Shares of a Fund are present or represented by proxy, or (ii) more than 50% of the Shares of a Fund.

Except for restriction (2), any limitation which involves a maximum percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an
acquisition or encumbrance of securities or assets of, or borrowings by, the Funds. With respect to the Funds fundamental investment restriction 7, asset coverage of at least 300% (as defined in the 1940 Act), inclusive of any amounts
borrowed, must be maintained at all times.

As a matter of fundamental policy, the Funds (except as otherwise noted below) may not:

(1) Invest 25% or more of the value of its total assets in securities of issuers in any one industry or group of industries, except to the
extent that the Underlying Index that a Fund replicates concentrates in an industry or group of industries. This restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

(2) Borrow money, except (1) to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33 1/3% of the value of a
Funds total assets) and (ii) to enter into other investments or engage in other transactions permissible under the 1940 Act that may involve a borrowing, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of
the value of a Funds total assets (including the amount borrowed), less the Funds liabilities (other than borrowings).

(3) Act as
an underwriter of another issuers securities, except to the extent that a Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of portfolio securities.

(4) Make loans to other persons, except through (i) the purchase of debt securities permissible under a Funds investment policies,
(ii) repurchase agreements or (iii) the lending of portfolio securities, provided that no such loan of portfolio securities may be made by a Fund if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of a
Funds total assets.

(5) Purchase or sell physical commodities unless acquired as a result of ownership of securities or other
instruments (but this shall not prevent a Fund (i) from purchasing or selling options, futures contracts or other derivative instruments, or (ii) from investing in securities or other instruments backed by physical commodities).

2

(6) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments
(but this shall not prohibit a Fund from purchasing or selling securities or other instruments backed by real estate or of issuers engaged in real estate activities).

(7) Issue senior securities, except as permitted under the 1940 Act.

Except for restriction (2),
if a percentage restriction is adhered to at the time of investment, a later increase in percentage resulting from a change in market value of the investment or the total assets, or the sale of a security out of the portfolio, will not constitute a
violation of that restriction.

In addition to the foregoing fundamental investment policies, the Funds are also subject to the following
non-fundamental restrictions and policies, which may be changed at any time by the Board of Trustees without shareholder approval. The Funds may not:

(1) Sell securities short, unless a Fund owns or has the right to obtain securities equivalent in kind and amount to the securities sold short at no added cost, and provided that transactions in options,
futures contracts, options on futures contracts, or other derivative instruments are not deemed to constitute selling securities short.

(2)
Purchase securities on margin, except that a Fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts, options on futures contracts or other
derivative instruments shall not constitute purchasing securities on margin.

(3) Purchase securities of open-end or
closed-end investment companies except in compliance with the 1940 Act.

(4) Invest in illiquid securities if, as a result of such investment,
more than 15% of a Funds net assets would be invested in illiquid securities.

INVESTMENT POLICIES

The investment objective and principal investment strategies for each of the Funds are provided in their Prospectus. The Funds may not invest in all of
the investments listed below. The Funds use investment techniques commonly used by other exchange traded funds.

GENERAL
INVESTMENT STRATEGIES AND PORTFOLIO INSTRUMENTS

A discussion of the risks associated with an investment in the Funds is contained in
the Funds Prospectus under the headings Principal Investment Risks, Principal Risks of Investing in the Funds and Additional Risk Considerations. The discussion below supplements, and should be read in
conjunction with, such sections of the Funds Prospectus.

General Considerations and Risks

Investment in the Funds should be made with an understanding that the value of the portfolio of securities held by the Funds may fluctuate in accordance
with changes in the financial condition of the issuers of the portfolio securities, the value of common stocks generally and other factors.

The Funds are not actively managed by traditional methods and therefore the adverse financial condition of any one issuer will not result in the
elimination of its securities from the portfolio securities held by the Funds unless the securities of such issuer are removed from the respective Index.

3

An investment in the Funds should also be made with an understanding that the Funds will not be able to
replicate exactly the performance of the respective Index because the total return generated by its portfolio securities will be reduced by transaction costs incurred in adjusting the actual balance of such securities and other Fund expenses,
whereas such transaction costs and expenses are not included in the calculation of the Index. It is also possible that for short periods of time, the Funds may not fully replicate the performance of the respective Index due to the temporary
unavailability of certain Index securities in the secondary market or due to other extraordinary circumstances. Such events are unlikely to continue for an extended period of time because the Funds are required to correct such imbalances by means of
adjusting the composition of its portfolio securities.

Loans of Portfolio Securities. The Funds may lend their investment securities
to approved borrowers. Any gain or loss on the market price of the securities loaned that might occur during the term of the loan would be for the account of the applicable Fund. These loans cannot exceed 33 1/3% of the Funds total assets.

Approved borrowers are brokers, dealers, domestic and foreign banks, or other financial institutions that meet credit or other requirements
as established by, and subject to the review of, the Trusts Board, so long as the terms, the structure and the aggregate amount of such loans are not inconsistent with the 1940 Act and the rules and regulations thereunder or interpretations of
the SEC, which require that (a) the borrowers pledge and maintain with the applicable Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government having a value
at all times of not less than 102% of the value of the securities loaned (on a mark-to-market basis); (b) the loan be made subject to termination by the Fund at any time; and (c) the Fund receives reasonable interest on the
loan. From time to time, a Fund may return a part of the interest earned from the investment of collateral received from securities loaned to the borrower and/or a third party that is unaffiliated with the Fund and that is acting as a finder.

Senior Securities. In general, the Funds may not issue any class of senior security, except within the limitations of the 1940 Act.
These limitations allow the Funds to (i) borrow from banks, provided that immediately following any such borrowing there is an asset coverage of at least 300% (the Asset Coverage Requirement) for all Fund borrowings, and
(ii) engage in trading practices which could be deemed to involve the issuance of a senior security, including but not limited to options, futures, forward contracts, and reverse repurchase agreements, provided that the Fund earmarks or
segregates liquid assets in accordance with applicable SEC regulations and interpretations.

Repurchase Agreements. The Funds may enter
into repurchase agreements, which are agreements pursuant to which securities are acquired by the Funds from a third party with the understanding that they will be repurchased by the seller at a fixed price on an agreed date. These agreements may be
made with respect to any of the portfolio securities in which the Funds are authorized to invest. Repurchase agreements may be characterized as loans secured by the underlying securities. The Funds may enter into repurchase agreements with
(i) member banks of the Federal Reserve System having total assets in excess of $500 million and (ii) securities dealers (Qualified Institutions). The Investment Adviser will monitor the continued creditworthiness of Qualified
Institutions.

The use of repurchase agreements involves certain risks. For example, if the seller of securities under a repurchase agreement
defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Funds will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and
subject to liquidation or reorganization under applicable bankruptcy or other laws, the Funds ability to dispose of the underlying securities may be restricted. Finally, it is possible that the Funds may not be able to substantiate its
interest in the underlying securities. To minimize this risk, the securities underlying the repurchase agreement will be

4

held by the custodian at all times in an amount at least equal to the repurchase price, including accrued interest. If the seller fails to repurchase the securities, the Funds may suffer a loss
to the extent proceeds from the sale of the underlying securities are less than the repurchase price.

The resale price reflects the purchase
price plus an agreed upon market rate of interest. The collateral is marked-to-market daily.

Reverse Repurchase Agreements. The Funds
may enter into reverse repurchase agreements, which involve the sale of securities with an agreement to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. The securities purchased
with the funds obtained from the agreement and securities collateralizing the agreement will have maturity dates no later than the repayment date. Generally, the effect of such transactions is that the Funds can recover all or most of the cash
invested in the portfolio securities involved during the term of the reverse repurchase agreement, while in many cases the Funds are able to keep some of the interest income associated with those securities. Such transactions are only advantageous
if the Funds have an opportunity to earn a greater rate of return on the cash derived from these transactions than the interest cost of obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or
greater than the interest required to be paid may not always be available and the Funds intend to use the reverse repurchase technique only when the Investment Adviser believes it will be advantageous to the Funds. The use of reverse repurchase
agreements may exaggerate any interim increase or decrease in the value of the Funds assets. The custodian bank will maintain a separate account for the Funds with securities having a value equal to or greater than such commitments. Under the
1940 Act, reverse repurchase agreements are considered loans.

Money Market Instruments. The Funds may invest a portion of their assets
in high-quality money market instruments on an ongoing basis to provide liquidity. The instruments in which the Funds may invest include: (i) short-term obligations issued by the U.S. Government; (ii) negotiable certificates of deposit
(CDs), fixed time deposits and bankers acceptances of U.S. and foreign banks and similar institutions; (iii) commercial paper rated at the date of purchase Prime-1 by Moodys Investors Service, Inc. or
A-1+ or A-1 by Standard & Poors or, if unrated, of comparable quality as determined by the Investment Adviser; (iv) repurchase agreements; and (v) money market mutual funds. CDs are short-term
negotiable obligations of commercial banks. Time deposits are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers acceptances are time drafts drawn on commercial banks by
borrowers, usually in connection with international transactions.

Investment Companies. The Funds may invest in the securities of
other investment companies (including money market funds). Under the 1940 Act, the Funds investment in investment companies is limited to, subject to certain exceptions, (i) 3% of the total outstanding voting stock of any one investment
company, (ii) 5% of the Funds total assets with respect to any one investment company and (iii) 10% of the Funds total assets of investment companies in the aggregate.

Illiquid Securities. The Funds may invest up to an aggregate amount of 15% of its net assets in illiquid securities. Illiquid securities include securities subject to contractual or other
restrictions on resale and other instruments that lack readily available markets.

Futures and Options. The Funds may utilize
exchange-traded futures and options contracts.

Futures contracts generally provide for the future sale by one party and purchase by another
party of a specified commodity at a specified future time and at a specified price. Stock index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the stock
index specified in the contract from one day to the next. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges.

5

Futures traders are required to make a good faith margin deposit in cash or U.S. government securities with
a broker or custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying commodity or payment of the cash settlement amount) if it
is not terminated prior to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts are customarily purchased and sold on margin deposits which may range upward from less
than 5% of the value of the contract being traded.

After a futures contract position is opened, the value of the contract is marked-to-market
daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional variation margin will be required. Conversely, a change in the contract value may reduce
the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains open. In such case, the Funds would expect to earn interest
income on its margin deposits. Closing out an open futures position is done by taking an opposite position (buying a contract which has previously been sold, or selling a contract previously purchased)
in an identical contract to terminate the position. Brokerage commissions are incurred when a futures contract position is opened or closed.

The Funds may use exchange-traded futures and options, together with positions in cash and money market instruments, to simulate full investment in its
Underlying Index. Under such circumstances, the Investment Adviser may seek to utilize other instruments that it believes to be correlated to the Underlying Index components or a subset of the components.

An option on a futures contract, as contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium
paid, to assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the
holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account that represents the amount by which the market price of the futures contract exceeds (in the case of a call) or is less than
(in the case of a put) the exercise price of the option on the futures contract. The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option plus transaction costs. Because the
value of the option is fixed at the point of purchase, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that change would be reflected in
the NAV of the Funds. The potential for loss related to writing call options on equity securities or indices is unlimited. The potential for loss related to writing put options is limited only by the aggregate strike price of the put option less the
premium received.

The Funds may purchase and write put and call options on futures contracts that are traded on a U.S. exchange as a hedge
against changes in value of its portfolio securities, or in anticipation of the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions. There is no guarantee that such closing
transactions can be effected.

Restrictions on the Use of Futures Contracts and Options on Futures Contracts. The Commodity Futures
Trading Commission has eliminated limitations on futures trading by certain regulated entities, including registered investment companies, and consequently registered investment companies may engage in unlimited futures transactions and options
thereon provided that the investment adviser to the company

6

claims an exclusion from regulation as a commodity pool operator. In connection with its management of the Trust, the Investment Adviser has claimed such an exclusion from registration as a
commodity pool operator under the Commodity Exchange Act (the CEA). Therefore, it is not subject to the registration and regulatory requirements of the CEA. Therefore, there are no limitations on the extent to which the Funds may engage
in non-hedging transactions involving futures and options thereon, except as set forth in the Funds Prospectus and this SAI.

Swap
Agreements. Swap agreements are contracts between parties in which one party agrees to make periodic payments to the other party (the Counterparty) based on the change in market value or level of a specified rate, index or asset. In
return, the Counterparty agrees to make periodic payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, the Funds receiving or paying only the net amount of
the two payments. The net amount of the excess, if any, of the Funds obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or highly liquid securities having an aggregate value at least
equal to the accrued excess is maintained in an account at the Trusts custodian bank.

The use of interest rate and index swaps is a
highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. These transactions generally do not involve the delivery of securities or other underlying
assets or principal.

The use of swap agreements involves certain risks. For example, if the Counterparty under a swap agreement defaults on
its obligation to make payments due from it, as a result of its bankruptcy or otherwise, the Funds may lose such payments altogether, or collect only a portion thereof, which collection could involve costs or delays.

INFORMATION ABOUT THE INDEX PROVIDER

Set forth below are the Funds and the Underlying Index upon which each is based.

Fund

Underlying Index

VelocityShares Emerging Markets Depositary Receipts ETF

VelocityShares BNY Mellon Emerging Markets Depositary Receipts Index

VelocityShares Russia Select DR ETF

VelocityShares BNY Mellon Russia Select Depositary Receipts Index

VelocityShares Emerging Asia Depositary Receipts ETF

VelocityShares BNY Mellon Emerging Asia Depositary Receipts Index

The Bank of New York Mellon Corporation (BNY Mellon or the Index Provider) is not
affiliated with the Funds or the Adviser. Each Fund is entitled to use the Underlying Index pursuant to a licensing agreement with the Index Provider and the Adviser. The Adviser pays a licensing fee to the Index Provider out of the management fee.

VelocityShares and the VelocityShares logo are service marks of VelocityShares. All other trademarks, service marks or registered trademarks
are the property of their respective owners. These marks have been licensed for use by the Index Provider.

7

BNY Mellon and BNY Mellon ADR Index (BNYM Index Marks) are service marks of The
Bank of New York Mellon Corporation or any of its subsidiaries, affiliates or group companies (BNY Mellon) and have been licensed for use for certain purposes by ALPS. ALPS products based on the BNYM Index Marks named above are not
sponsored, endorsed, sold, recommended or promoted BNY Mellon, and BNY Mellon does not make any representation or warranty, express or implied, to the purchasers or owners of the products or any member of the public regarding the advisability of
investing in financial products generally or in these products particularly, the ability of the indexes named above to track market performance or the suitability or appropriateness of the products for such purchasers, owners or such member of the
public. The relationship between BNY Mellon, on one hand, and ALPS on the other, is limited to the licensing of certain service marks and trade names of BNY Mellon, and the BNYM Index Marks are determined, composed and calculated by BNY Mellon
without regard to ALPS or their products. BNY Mellon has no obligation to take the needs of ALPS or the purchasers or owners of their products into consideration in determining, composing or calculating the indexes named above. BNY Mellon is not
responsible for, nor has participated in, the determination of the timing of, prices at, or quantities of the products to be issued or in the determination or calculation of the equation by which the products are to be converted into cash. BNY
Mellon has no obligation or liability in connection with the administration, marketing or trading of the products. BNY MELLON DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE INDEXES LISTED ABOVE OR ANY DATA INCLUDED THEREIN, AND BNY MELLON
SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. BNY MELLON MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY VELOCITYSHARES, PURCHASERS OR OWNERS OF THEIR PRODUCTS OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE INDEXES LISTED ABOVE OR ANY DATA INCLUDED THEREIN. BNY MELLON MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEXES
LISTED ABOVE OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BNY MELLON HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

SPECIAL CONSIDERATIONS AND RISKS

A discussion of the risks associated with an investment in each Fund is contained in the Prospectus. The discussion below supplements,
and should be read in conjunction with, the Prospectus.

GENERAL

Investment in a Fund should be made with an understanding that the value of the Funds portfolio securities may fluctuate in
accordance with changes in the financial condition of the issuers of the portfolio securities, the value of securities generally and other factors.

An investment in a Fund should also be made with an understanding of the risks inherent in an investment in securities, including the risk that the financial condition of issuers may become impaired or
that the general condition of the securities markets may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of Shares). Securities are susceptible to general market fluctuations and to
volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.

8

Holders of common stocks incur more risk than holders of preferred stocks and debt
obligations because common stockholders, as owners of the issuer, have generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the
issuer. Further, unlike debt securities which typically have a stated principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation
preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains
outstanding.

The principal trading market for securities in an Index is the Depositary Receipt market. The existence of a
liquid trading market for Depositary Receipts may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at
which securities may be sold and the value of a Funds Shares will be adversely affected if trading markets for the Funds portfolio securities are limited or absent or if bid/ask spreads are wide.

DERIVATIVES (Futures Contracts, Options, Forwards and Swaps)

Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index, and may relate to stocks, bonds, interest rates, currencies or
currency exchange rates, commodities, and related indexes. The various derivative instruments that a Fund may use are described in more detail under Futures Contracts, Options and Swap Agreements and Foreign Currency
Transactions in this Statement of Additional Information. Each Fund may, but is not required to, use derivative instruments for risk management purposes or as part of its investment strategies.

A Funds use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing
directly in securities and other traditional investments. Derivatives are subject to a number of risks including liquidity risk, market risk, credit risk, default risk, counterparty risk and management risk. They also involve the risk of mispricing
or improper valuation and the risk that changes in the value of the derivative may not correlate exactly with the change in the value of the underlying asset, rate or index. Also, suitable derivative transactions may not be available in all
circumstances and there can be no assurance that a Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Participation in the options or futures markets, as well as the use of various swap instruments and forward contracts, involves investment risks and transaction costs to which a Fund would not be subject
absent the use of these strategies. Risks inherent in the use of options, futures contracts, options on futures contracts, forwards and swaps include: (i) imperfect correlation between the price of options and futures contracts and options
thereon and movements in the prices of the securities being hedged; (ii) the fact that skills needed to use these strategies are different from those needed to select non-derivative portfolio securities; (iii) the potential absence of a
liquid secondary market for any particular instrument at any time; (iv) the possible need to defer closing out certain positions to avoid adverse tax consequences; (v) for swaps, additional credit risk and the risk of counterparty default
and the risk of failing to correctly evaluate the creditworthiness of the company on which the swap is based and (vi) the possible inability of a Fund to purchase or sell a portfolio security at a time that otherwise would be favorable for it
to do so, or the possible need for a Fund to sell the security at a disadvantageous time, due to the requirement that the Fund maintain cover or collateral securities in connection with the use of certain derivatives.

A Fund could lose the entire amount it invests in futures. The loss from investing in other derivatives is potentially unlimited. There
also is no assurance that a liquid secondary market will exist for futures

9

contracts and options in which a Fund may invest. Each Fund limits its investment in futures contracts so that the notional value (meaning the stated contract value) of the futures contracts does
not exceed the net assets of the Fund.

Furthermore, regulatory requirements for the Funds to set aside assets to meet their
obligations with respect to derivatives may result in a Fund being unable to purchase or sell securities when it would otherwise be favorable to do so, or in a Fund needing to sell securities at a disadvantageous time. A Fund may also be unable to
close out its derivatives positions when desired. Investments in derivatives can cause the Funds to be more volatile and can result in significant losses.

Because the markets for certain derivative instruments (including markets located in foreign countries) are relatively new and still developing, suitable derivatives transactions may not be available in
all circumstances. Upon the expiration of a particular contract, the Adviser or an Underlying ETFs investment adviser may wish to retain a Funds position in the derivative instrument by entering into a similar contract, but may be unable
to do so if the counterparty to the original contract is unwilling to enter into the new contract and no other suitable counterparty can be found. There is no assurance that a Fund will engage in derivatives transactions at any time or from time to
time. A Funds ability to use derivatives may also be limited by certain regulatory and tax considerations.

The CFTC and
the various exchanges have established limits referred to as speculative position limits on the maximum net long or net short positions that any person may hold or control in a particular futures contract. Trading limits are imposed on
the number of contracts that any person may trade on a particular trading day. An exchange may order the liquidation of positions found to be in violation of these limits and it may impose sanctions or restrictions. The Funds believe that these
trading and positions limits will not have an adverse impact on a Funds strategies for hedging its positions.

There is
a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in the Funds or the ability of the Funds to continue to implement their investment strategies. The futures markets are subject to
comprehensive statutes, regulations, and margin requirements. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of
speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of swaps and futures transactions in the United States is a rapidly changing area of law and is subject
to modification by government and judicial action. The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial and adverse.

In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) was signed into law by President Obama on July 21, 2010. The Dodd-Frank Act will change
the way in which the U.S. financial system is supervised and regulated. Title VII of the Dodd-Frank Act sets forth a new legislative framework for over-the-counter (OTC) derivatives, including financial instruments, such as swaps, in
which the Funds may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market, grants significant new authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and will require clearing
and exchange trading of many OTC derivatives transactions.

Provisions in the Dodd-Frank Act include new registration,
recordkeeping, capital and margin requirements for swap dealers and major swap participants as determined by the Dodd-Frank Act and applicable regulations; and the forced use of clearinghouse mechanisms for many OTC
derivative transactions. The CFTC, SEC and other federal regulators have been tasked with developing the rules and regulations enacting the provisions of the Dodd-Frank Act. Because there is a one-year period prescribed in which most of the mandated
rulemaking and regulations will be implemented, it is not possible at this time to gauge the exact nature and scope of the impact of the Dodd-Frank Act on any of the Funds, but it

10

is expected that swap dealers, major market participants and swap counterparties, including the Funds, will experience new and/or additional regulations, requirements, compliance burdens and
associated costs. The new law and the rules to be promulgated may negatively impact a Funds ability to meet its investment objective either through limits or requirements imposed on it or upon its counterparties. In particular, new position
limits imposed on a Fund or its counterparties may impact that Funds ability to invest in a manner that efficiently meets its investment objective, and new requirements, including capital and mandatory clearing, may increase the cost of a
Funds investments and cost of doing business, which could adversely affect investors.

Futures and Options Transactions

Positions in futures contracts and options may be closed out only on an exchange which provides a secondary market
therefore. However, there can be no assurance that a liquid secondary market will exist for any particular futures contract or option at any specific time. Thus, it may not be possible to close a futures or options position. In the event of adverse
price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a
time when it may be disadvantageous to do so. In addition, the applicable Fund may be required to make delivery of the instruments underlying futures contracts it has sold.

Each Fund will minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a liquid secondary market.

The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered
index futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts, when available, in this manner. The risk of a futures position may still be large as traditionally measured due to the low margin deposits
required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. The Funds, however, intend to utilize futures
and options contracts in a manner designed to limit their risk exposure to that which is comparable to what they would have incurred through direct investment in securities. Utilization of futures transactions by a Fund involves the risk of
imperfect or even negative correlation to its Index if the index underlying the futures contracts differs from the Index. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker with whom the Fund has an
open position in the futures contract or option.

Certain financial futures exchanges limit the amount of fluctuation
permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading
session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit
potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt
liquidation of futures positions and subjecting some futures traders to substantial losses.

Risks of Swap Agreements

Swap agreements are subject to the risk that the swap counterparty will default on its obligations. If such a default occurs, a Fund will
have contractual remedies pursuant to the agreements related to the transaction, but such remedies may be subject to bankruptcy and insolvency laws which could affect the Funds rights as a creditor.

11

The use of interest-rate and index swaps is a highly specialized activity that involves
investment techniques and risks different from those associated with ordinary portfolio security transactions. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself,
without the benefit of observing the performance of the swap under all possible market conditions. These transactions generally do not involve the delivery of securities or other underlying assets or principal.

Currently, the swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government
regulation, could adversely affect a Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Because they are two party contracts that may be subject to contractual restrictions on transferability and termination and because they may have terms of greater than seven days, swap agreements may be
considered to be illiquid and subject to a Funds limitation on investments in illiquid securities. To the extent that a swap is not liquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or
price, which may result in significant losses. Like most other investments, swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a Funds interest.

If a Fund uses a swap as a hedge against, or as a substitute for, a portfolio investment, the Fund will be exposed to the risk that the
swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the
opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. Many swaps are complex and often valued subjectively.

EQUITY SECURITIES

The Funds invest primarily in Depositary Receipts. The
value of these securities fluctuates in response to general market and economic conditions (market risk) and in response to the fortunes of individual companies (company risk). Therefore, the value of an investment in the Funds that hold Depositary
Receipts may decrease. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. Also, certain unanticipated events, such
as natural disasters, terrorist attacks, war, and other geopolitical events, can have a dramatic adverse effect on stock markets. Changes in the financial condition of a company or other issuer, changes in specific market, economic, political, and
regulatory conditions that affect a particular type of investment or issuer, and changes in general market, economic, political, and regulatory conditions can adversely affect the price of Depositary Receipts. These developments and changes can
affect a single issuer, issuers within a broad market sector, industry or geographic region, or the market in general.

NON-U.S. AND
EMERGING MARKETS SECURITIES

A Funds return and net asset value may be significantly affected by political or
economic conditions and regulatory requirements in a particular country. Non-U.S. markets, economies and political systems may be less stable than U.S. markets, and changes in exchange rates of foreign currencies can affect the value of a
Funds foreign assets. Non-U.S. laws and accounting standards typically are not as comprehensive as they are in the U.S. and there may be less public information available about foreign companies. Non-U.S. securities markets may be less liquid
and have fewer transactions than U.S. securities markets. Additionally, international markets may experience delays and disruptions in securities settlement procedures for a Funds portfolio securities. Investments in foreign countries could be
affected by potential difficulties in enforcing contractual obligations and could be subject to extended settlement periods or restrictions affecting the prompt return of capital to the U.S.

12

Non-U.S. equity securities and/or Depositary Receipts can involve additional risks relating
to political, economic or regulatory conditions in foreign countries. Less information may be available about foreign companies than about domestic companies, and foreign companies generally may not be subject to the same uniform accounting,
auditing and financial reporting standards or to other regulatory practices and requirements comparable to those applicable to domestic companies.

Investing in emerging market equity securities and/or Depositary Receipts can pose some risks different from, and greater than, risks of investing in U.S. or developed markets equity securities. These
risks include: a risk of loss due to political instability; exposure to economic structures that are generally less diverse and mature, and to political systems which may have less stability than those of more developed countries; smaller market
capitalization of securities markets, which may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible repatriation of investment income and capital. In addition, foreign investors may
be required to register the proceeds of sales; future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies. The currencies
of emerging market countries may experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Funds. Emerging market securities may be subject to currency transfer
restrictions and may experience delays and disruptions in securities settlement procedures for a Funds portfolio securities. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the
economies and securities markets of certain emerging market countries.

TAX RISKS

As with any investment, you should consider how your investment in Shares of a Fund will be taxed. The tax information in the Prospectus
and this Statement is provided as general information. You should consult your own tax professional about the tax consequences of an investment in Shares of a Fund.

Unless your investment in Shares is made through a tax-exempt entity or tax-deferred retirement account, such as an individual retirement account, you need to be aware of the possible tax consequences
when a Fund makes distributions or you sell Fund Shares.

CONTINUOUS OFFERING

The method by which Creation Units of Shares are created and traded may raise certain issues under applicable securities laws. Because
new Creation Units of Shares are issued and sold by the Trust on an ongoing basis, at any point a distribution, as such term is used in the Securities Act, may occur. Broker-dealers and other persons are cautioned that some activities on
their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the
Securities Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent Shares, and sells such Shares directly to
customers, or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter for purposes of the Securities
Act must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities
that could lead to a categorization as an underwriter.

13

Broker-dealer firms should also note that dealers who are not underwriters but
are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not
available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus-delivery obligation with respect to Shares of a Fund are reminded that under Securities Act Rule 153, a prospectus-delivery
obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that a Funds prospectus is available at the Exchange upon request. The prospectus
delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.

14

MANAGEMENT

Trustees and Officers

The general supervision of the duties performed by the Adviser for each Fund under the Investment Advisory Agreement is the
responsibility of the Board of Trustees. The Trust currently has four Trustees. Three Trustees have no affiliation or business connection with the Adviser or any of its affiliated persons and do not own any stock or other securities issued by the
Adviser. These are the non-interested or independent Trustees (Independent Trustees). The other Trustee (the Interested Trustee) is affiliated with the Adviser.

The Independent Trustees of the Trust, their term of office and length of time served, their principal business occupations during the
past five years, the number of portfolios in the Fund Complex overseen by each Independent Trustee, and other directorships, if any, held by the Trustee are shown below.

Independent Trustees

Position(s)

Held with

Trust

Term of

Office and

Length of

Time

Served**

Principal

Occupation(s)

During Past 5

Years

Number of

Portfolios in

Fund

Complex

Overseen by

Trustees***

Other

Directorships

Held by

Trustees

Mary K.

Anstine, age 71

Trustee

Since March

2008

Ms. Anstine was President/Chief Executive Officer of HealthONE Alliance,
Denver, Colorado, and former Executive Vice President of First Interstate Bank of Denver. Ms. Anstine is also Trustee/Director of the following: AV Hunter Trust; Colorado Uplift Board. Ms. Anstine was formerly a Director of the Trust Bank
of Colorado (later purchased and now known as Northern Trust Bank), HealthONE and Denver Area Council of the Boy Scouts of America and a member of the American Bankers Association Trust Executive Committee.

This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

***

The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory
services.

17

The Trustee who is affiliated with the Adviser or affiliates of the Adviser and executive
officers of the Trust, his term of office and length of time served, his principal business occupations during the past five years, the number of portfolios in the Fund Complex overseen by the Interested Trustee and the other directorships, if any,
held by the Trustee, are shown below.

Interested Trustee

Name, Address and

Age of Interested

Trustee*

Position(s)

Held with

Trust

Term of

Office

and

Length

of Time

Served**

Principal

Occupation(s)

During Past 5

Years

Number

of

Portfolios

in Fund

Complex

Overseen

byTrustees

Other

Directorships

Held by

Trustees

Thomas A. Carter,

age 45

Trustee and President

Since March 2008

Mr. Carter joined ALPS Fund Services, Inc. (ALPS) in 1994 and is currently President and Director of ALPS Advisors, Inc. (AAI), ALPS Distributors, Inc.
(ADI) and FTAM Funds Distributor, Inc. (FDI) and

Executive Vice President and Director of ALPS and ALPS Holdings, Inc. (AHI). Because of his position with AHI, ALPS, ADI, FDI and AAI, Mr. Carter is deemed an
affiliate of the Fund as defined under the 1940 Act. Before joining ALPS, Mr. Carter was with Deloitte & Touche LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified
Public Accountant and received his Bachelor of Science in Accounting from the University of Colorado at Boulder.

This is the period for which the Trustee began serving the Trust. Each Trustee serves an indefinite term, until his successor is elected.

***

Mr. Carter is an interested person of the Trust because of his affiliation with ALPS.

19

Officers

Name, Address and Ageof Executive Officer

Position(s)Held withTrust

Length ofTime Served*

Principal Occupation(s) During Past5 Years

Melanie Zimdars, age 35

Chief Compliance Officer (CCO)

Since December 2009

Ms. Zimdars currently serves as a Deputy Chief Compliance Officer with ALPS. Prior to joining ALPS in September 2009, Ms. Zimdars served as Principal Financial Officer,
Treasurer and Secretary for the Wasatch Funds from February 2007 to December 2008. From November 2006 to February 2007, she served as Assistant Treasurer for the Wasatch Funds and served as a Senior Compliance Officer for Wasatch Advisors, Inc.
since 2005. From 2001 until joining Wasatch in 2005, she was a Compliance Officer for U.S. Bancorp Fund Services, LLC. Because of her position with ALPS, Ms. Zimdars is deemed an affiliate of the Trust as defined under the 1940
Act. Ms. Zimdars is also the CCO of EGA Emerging Global Shares Trust, Financial Investors Variable Insurance Trust, Liberty All-Star Growth Fund, Inc., Liberty All-Star Equity Fund and BPV Family of Funds.

Patrick D. Buchanan, age 40

Treasurer

Since June 2012

Mr. Buchanan is a Senior Fund Controller and Vice President of ALPS. Mr. Buchanan joined ALPS in 2007 and because of his position with ALPS, he is deemed an affiliate of the Trust
as defined under the 1940 Act. Mr. Buchanan is also the Treasurer and Principal Financial Officer of the Oak Associates Funds and the Assistant Treasurer of the Westcore Trust, Transparent Value Trust, Stone Harbor Investment Funds and the Stone
Harbor Emerging Markets Income Fund.

Ms. Tyler is Senior Vice President, General Counsel and Secretary of ALPS. Ms. Tyler joined ALPS in 2004. Ms. Tyler also serves as Secretary, Liberty All-Star Equity Fund and
Liberty All-Star Growth Fund. She also served as Secretary, Reaves Utility Income Fund from December 20042007; Secretary, Westcore Funds from February 20052007; Secretary, First Funds from November 2004 to January 2007; Secretary,
Financial Investors Variable Insurance Trust from December 2004December 2006; Vice President and Associate Counsel, Oppenheimer Funds from January 2004 to August 2004; Vice President and Assistant General Counsel, INVESCO Funds from September
1991 to December 2003.

This is the period for which the Officer began serving the Trust. Each Officer serves an indefinite term, until his/her successor is elected.

Additional Information About the Trustees Qualifications and Experience

The following is a brief discussion of the specific education, experience, qualifications, or skills that led to the conclusion, as of
the date of this SAI, that each person identified below should serve as a Trustee for the Trust.

Mary K.
Anstine

Ms. Anstine has been an Independent Trustee of the Trust since March 25, 2008. Currently retired,
Ms. Anstine has over 30 years of financial services experience. Most recently, she was President and CEO of HealthONE Alliance, Denver, Colorado from 1994 through 2004. From 1964 to 1994, Ms. Anstine held positions leading up to Executive
Vice President of First Interstate Bank. She was selected to serve as a Trustee of the Trust based on her business and financial services experience.

Jeremy W. Deems

Mr. Deems has been an Independent Trustee of the Trust
since March 25, 2008. In 2007, Mr. Deems co-founded Green Alpha Advisors, LLC, a registered investment adviser, for which he currently serves as Co-Founder, Chief Operations Officer and Chief Financial Officer. Prior to co-founding Green
Alpha Advisors, Mr. Deems was CFO of Forward Management, LLC, investment advisor to the Forward Funds and Sierra Club Mutual Funds, where he was also co-portfolio manager to the Sierra Club Stock Fund. In addition, he was the CFO of ReFlow
Management Co., LLC. Prior to joining Forward and ReFlow, he served as Regional Marketing Assistant within the Investment Consulting Services Group at Morgan Stanley Dean Witter. Mr. Deems received a B.S. and a MBA in finance from Saint
Marys College of

21

California and is a licensed Certified Public Accountant and a member of the American Institute of Certified Public Accountants. He was selected to serve as a Trustee of the Trust based on his
business, financial services, accounting and investment management experience.

Rick A. Pederson

Mr. Pederson has been an Independent Trustee of the Trust since March 25, 2008. He currently serves as President of Foundation
Properties, Inc., a real estate investment manager, is a Partner at and Bow River Capital Partners, an investment manager. Mr. Pederson is also Principal of the Pauls Corporation, a real estate development, and Director of Neenan Co., an
integrated real estate development, architecture and construction company, NexCore Properties LLC, a real estate investment company, and Urban Land Conservancy, a not-for-profit organization. He has previously served as a Director at Guaranty Bank
and Trust, a community bank, and Winter Park Recreational Association, an entity that operates, maintains and develops Winter Park Resort. He was selected to serve as a Trustee of the Trust based on his business and financial services experience.

Thomas A. Carter

Mr. Carter has been an Interested Trustee and Chairman of the Trust since March 25, 2008. Since joining ALPS Fund Services, Inc. in 1994, Mr. Carter joined ALPS Fund Services, Inc., the
Funds administrator, in 1994 and currently serves as President of ALPS Distributors, Inc., the Funds principal underwriter, and ALPS Advisors, Inc., the Funds investment adviser. Before joining ALPS, Mr. Carter was with
Deloitte & Touche LLP, where he worked with a diverse group of clients, primarily within the financial services industry. Mr. Carter is a Certified Public Accountant and received his Bachelor of Science in Accounting from the
University of Colorado at Boulder. He was selected to serve as a Trustee of the Trust based on his business, accounting, financial services and investment management experience.

Leadership Structure and Oversight Responsibilities

Overall responsibility for oversight of each Fund rests with the Trustees. The Trust has engaged the Adviser to manage each Fund on a day-to day basis. The Board is responsible for overseeing the Adviser
and other service providers in the operations of each Fund in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Trusts charter. The Board is currently composed of four members, three of whom
are Independent Trustees. The Board meets at regularly scheduled quarterly meetings each year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or
require action between regular meetings. As described below, the Board has established a Nominating and Governance Committee and an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in
fulfilling its oversight responsibilities.

The Board has appointed Thomas A. Carter, an Interested Trustee, to serve in the
role of Chairman. The Chairmans role is to preside at all meetings of the Board and to act as a liaison with the Adviser, other service providers, counsel and other Trustees generally between meetings. The Chairman and may also perform such
other functions as may be delegated by the Board from time to time. The Board has determined not to appoint a lead independent trustee. The Board reviews matters related to its leadership structure annually. The Board has determined that the
Boards leadership structure is appropriate given the Trusts characteristics and circumstances. These include the Trusts multiple series of fund shares, each funds single portfolio of assets, each funds net assets and
the services provided by the funds service providers.

22

Risk oversight forms part of the Boards general oversight of each Fund and is
addressed as part of various Board and Committee activities. As part of its regular oversight of each Fund, the Board, directly or through a Committee, interacts with and reviews reports from, among others, Fund management, the Adviser, the
Funds Chief Compliance Officer, the Funds legal counsel and the independent registered public accounting firm for the Fund regarding risks faced by each Fund. The Board, with the assistance of Fund management and the Adviser, reviews
investment policies and risks in connection with its review of each Funds performance. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of each Funds compliance program and reports to the
Board regarding compliance matters for each Fund and its principal service providers. In addition, as part of the Boards periodic review of each Funds advisory and other service provider agreements, the Board may consider risk management
aspects of these service providers operations and the functions for which they are responsible.

None of the Independent
Trustees own securities in the Adviser or the Distributor, nor do they own securities in any entity directly controlling, controlled by, or under common control with the Adviser or the Distributor.

Audit Committee. The Board has an Audit Committee which considers such matters pertaining to the Trusts books of
account, financial records, internal accounting controls and changes in accounting principles or practices as the Trustees may from time to time determine. The Audit Committee also considers the engagement and compensation of the independent
registered public accounting firm (Firm) and ensures receipt from the Firm of a formal written statement delineating relationships between the Firm and the Trust, consistent with Public Company Accounting Oversight Board Rule
3526. The Audit Committee also meets privately with the representatives of the Firm to review the scope and results of audits and other duties as set forth in the Audit Committees Charter. The Audit Committee members, each of whom
are Independent Trustees are: Ms. Anstine and Messrs. Deems (Chairman) and Pederson. The Audit Committee met three times during the fiscal year ended November 30, 2011.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee meets periodically to
advise and assist the Board in selecting nominees to serve as trustees of the Trust. The Nominating and Corporate Governance Committee believes the Board generally benefits from diversity of background, experience and views among its members, and
considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. The Nominating and Corporate Governance Committee also advises and assists the Board in establishing, implementing and
executing policies, procedures and practices that assure orderly and effective governance of the Trust and effective and efficient management of all business and financial affairs of the Trust. Members of the Nominating and Corporate Governance
Committee are currently: Ms. Anstine (Chairman) and Messrs. Deems and Pederson. The Nominating and Corporate Governance Committee of the Board met once during the fiscal year ended November 30, 2011.

Shareholder Nominations. The Board will consider shareholder nominees for Trustees. All nominees must possess the
appropriate characteristics, skills and experience for serving on the Board. In particular, the Board and its Independent Trustees will consider each nominees integrity, educational, professional background, understanding of the
Trusts business on a technical level and commitment to devote the time and attention necessary to fulfill a Trustees duties. All shareholders who wish to recommend nominees for consideration as Trustees shall submit the names and
qualifications of the candidates to the Secretary of the Trust by writing to: ALPS ETF Trust, 1290 Broadway, Suite 1100, Denver, Colorado, 80203.

23

Remuneration of Trustees and Officers

Each Independent Trustee receives (1) a quarterly retainer of $3,500, (2) a per meeting fee of $1,500, (3) $750 for any
special meeting held outside of a regularly scheduled board meeting, and (4) reimbursement for all reasonable out-of-pocket expenses relating to attendance at meetings. The following chart provides certain information about the Trustee
fees paid by the Trust for the fiscal year ended November 30, 2011:

The Fund Complex includes all series of the Trust and any other investment companies for which ALPS Advisors, Inc. provides investment advisory
services.

Officers who are employed by the Adviser receive no compensation or expense reimbursements from the Trust.

Adviser. The Funds are managed by the Adviser. The Adviser, a wholly owned subsidiary of ALPS Holdings, Inc.
(ALPS Holdings), subject to the authority of the Board, is responsible for the overall management and administration of each Funds business affairs. The Adviser commenced business operations in December 2006 upon the acquisition of
an existing investment advisory operation and is registered with the SEC as an investment adviser. The Advisers principal address is 1290 Broadway, Suite 1100, Denver, CO 80203. The Adviser is an affiliate of ALPS Fund Services, Inc., who
serves as the Funds administrator, and ALPS Distributors, Inc., who serves as Distributor to the Funds.

Located in
Denver, Colorado, ALPS Holdings was founded in 2005 and assumed the business of ALPS Financial Services, which was founded in 1985 as a provider of fund administration and fund distribution services. Since then, ALPS Holdings has added
additional services, including fund accounting, transfer agency, shareholder services, active distribution, legal, tax and compliance services. As of December 31, 2011, ALPS Holdings and its affiliates provide fund administration services
to funds with assets in excess of $30 billion and distribution services to funds with assets of more than $226 billion.

Investment Advisory Agreement.

Pursuant to an Investment
Advisory Agreement between the Investment Adviser and the Trust, the Investment Adviser is responsible for all expenses of each Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except
interest expenses, distribution fees or expenses, brokerage expenses, taxes and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Funds business.

24

The Funds unitary advisory fees as a percentage of net assets are:

Fund

Advisory Fee

VelocityShares Emerging Markets DR ETF

[ ]%

VelocityShares Russia Select DR ETF

[ ]%

VelocityShares Emerging Asia DR ETF

[ ]%

Under the Investment Advisory Agreement, the Investment Adviser will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Funds in connection with the performance of the Investment Advisory Agreement, except a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Investment
Adviser in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The initial term of the Investment Advisory Agreement is two years and continues thereafter only if approved annually by the Board,
including a majority of the Independent Trustees. The Investment Advisory Agreement terminates automatically upon assignment and is terminable at any time without penalty as to the Funds by the Board, including a majority of the Independent
Trustees, or by vote of the holders of a majority of that Funds outstanding voting securities on 60 days written notice to the Investment Adviser, or by the Investment Adviser on 60 days written notice to the Fund.

Other Accounts Managed by the Portfolio Manager; Compensation of the Portfolio Manager.

Information regarding the other accounts managed by the portfolio manager as of June 19, 2012, is set forth below:

Accounts Managed

Accounts With Respect toWhich the Advisory Fee isbased on the
Performanceof the Account

Name of

Portfolio

Manager

Category of

Account

Number ofAccounts inCategory

Total Assets in

Accounts in

Category

Number
ofAccounts inCategory

Total Assetsin Accountsin Category

Michael Akins

Registered Investment Companies

4

$3.5 billion

N/A

N/A

Other Pooled investment vehicles

N/A

N/A

N/A

N/A

Other Accounts

N/A

N/A

N/A

N/A

Portfolio Manager Compensation Structure Disclosure

The Adviser is responsible for the day-to-day management of each Fund. The Portfolio manager who is responsible for the day-to-day
management of each Fund is paid a base salary, plus a discretionary bonus. The bonus is determined by the business units revenue and profitability as well as the individuals contribution to the business unit. The bonus is
discretionary and is not based specifically on portfolio performance.

25

Securities Ownership of the Portfolio Manager. Because the Funds are newly organized,
the portfolio manager does not own shares of any Fund.

As discussed above, ALPS Advisors is compensated by each Fund in an amount equal to 0. % of its average daily net assets. From that 0. % fee, ALPS Fund
Services is compensated in an amount equal to 0. % of each Funds average daily net assets.

Custodian and Transfer Agent. The Bank of New York Mellon (BNY), also serves as custodian for the Funds pursuant to a
Custodian Agreement. As custodian, BNY holds each Funds assets, calculates the NAV of Shares and calculates net income and realized capital gains or losses. BNY also serves as transfer agent of the Funds pursuant to a Transfer Agency
Agreement. As compensation for the foregoing services, BNY receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Adviser from the management fee.

Distributor. ALPS Distributors, Inc. is the distributor of the Funds Shares. Its principal address is 1290 Broadway, Suite
1100, Denver, Colorado 80203. The Distributor has entered into a Distribution Agreement with the Trust pursuant to which it distributes Fund Shares. Shares are continuously offered for sale by each Fund through the Distributor only in Creation Unit
Aggregations, as described in the Prospectus and below under the heading Creation and Redemption of Creation Units.

Aggregations. Fund Shares in less than Creation Unit Aggregations are not distributed by the Distributor. The Distributor will
deliver the Prospectus and, upon request, this SAI to persons purchasing Creation Unit Aggregations and will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer
registered under the Securities Exchange Act of 1934 (the Exchange Act) and a member of the Financial Industry Regulatory Authority (FINRA).

The Distribution Agreement for the Funds provides that it may be terminated as to a Fund at any time, without the payment of any penalty, on at least 60 days written notice by the Trust to the Distributor
(i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The Distribution Agreement will terminate automatically in the event of its
assignment (as defined in the 1940 Act).

The Distributor may also enter into agreements with securities dealers
(Soliciting Dealers) who will solicit purchases of Creation Unit Aggregations of Fund Shares. Such Soliciting Dealers may also be Participating Parties (as defined in Procedures for Creation of Creation Unit Aggregations
below) and DTC Participants of the Depository Trust Company (the DTC) (as defined in DTC Acts as Securities Depository below).

26

BROKERAGE TRANSACTIONS

The policy of the Trust regarding purchases and sales of securities is that primary consideration will be given to obtaining the most
favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trusts policy is to pay commissions that are considered fair and reasonable without
necessarily determining that the lowest possible commissions are paid in all circumstances. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and knowledge regarding
commissions generally charged by various brokers. The sale of Fund Shares by a broker-dealer is not a factor in the selection of broker-dealers.

In seeking to implement the Trusts policies, the Adviser effects transactions with those brokers and dealers that the Adviser believes provide the most favorable prices and are capable of providing
efficient executions. The Adviser and its affiliates do not currently participate in soft dollar transactions.

The Adviser
assumes general supervision over placing orders on behalf of each Fund for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities by a Fund and one or more other investment companies or clients supervised by the
Adviser are considered at or about the same time, transactions in such securities may be allocated among the Fund, the several investment companies and clients in a manner deemed equitable to all by the Adviser. In some cases, this procedure could
have a detrimental effect on the price or volume of the security as far as the Fund is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be
beneficial to the Fund. The primary consideration is prompt execution of orders at the most favorable net price.

ADDITIONAL INFORMATION CONCERNING THE TRUST

The Trust is an open-end management investment company registered under
the 1940 Act. The Trust was organized as a Delaware statutory trust on September 13, 2007.

The Trust is authorized to
issue an unlimited number of shares in one or more series or funds. The Trust currently is comprised of funds. The Board of Trustees of the Trust has the right to
establish additional series in the future, to determine the preferences, voting powers, rights and privileges thereof and to modify such preferences, voting powers, rights and privileges without shareholder approval.

Each Share issued by a Fund has a pro rata interest in the assets of the Fund. Fund Shares have no preemptive, exchange, subscription or
conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to a Fund, and in the net distributable assets of the Fund on liquidation.

Each Share has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940
Act and the rules promulgated thereunder. Shares of all Funds of the Trust vote together as a single class except as otherwise required by the 1940 Act, or if the matter being voted on affects only a particular fund, and, if a matter affects a
particular fund differently from other funds, the shares of that fund will vote separately on such matter.

The Declaration of
Trust may, except in limited circumstances, be amended or supplemented by the Trustees without shareholder vote. The holders of Fund shares are required to disclose information on direct or indirect ownership of Fund shares as may be required to
comply with various laws applicable to a Fund, and ownership of Fund shares may be disclosed by a Fund if so required by law or regulation.

27

The Trust is not required and does not intend to hold annual meetings of shareholders.
Shareholders owning more than 51% of the outstanding shares of the Trust have the right to call a special meeting to remove one or more Trustees or for any other purpose.

The Trust does not have information concerning the beneficial ownership of Shares held by DTC Participants (as defined below).

Shareholders may make inquiries by writing to the Trust, c/o the Distributor, 1290 Broadway, Suite 1100, Denver, Colorado 80203.

Control Persons. As of the date of this SAI, no entity owns of record 5% or more of the outstanding Shares of the Fund.

Book Entry Only System. The following information supplements and should be read in conjunction with the section in
the Prospectus entitled Book Entry.

DTC Acts as Securities Depository for Fund Shares. Shares of the Fund are
represented by securities registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.

DTC, a
limited-purpose trust company, was created to hold securities of its participants (the DTC Participants) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through
electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the NYSE Arca and FINRA. Access to the DTC system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the Indirect Participants).

Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC
Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as Beneficial Owners) is shown on, and the transfer of ownership is effected only through,
records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC
Participant a written confirmation relating to their purchase and sale of Shares.

Conveyance of all notices, statements and
other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the
Shares of each Fund held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC
Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC
Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable
statutory and regulatory requirements.

28

Fund distributions shall be made to DTC or its nominee, Cede & Co., as the
registered holder of all Fund Shares. DTC or its nominee, upon receipt of any such distributions, shall immediately credit DTC Participants accounts with payments in amounts proportionate to their respective beneficial interests in Shares of
each Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer form or registered in a street name, and will be the responsibility of such DTC Participants.

The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments made
on account of beneficial ownership interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants
or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.

DTC may decide to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable
law. Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its functions at a comparable cost.

Proxy Voting. The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to the Adviser. The Adviser will vote such proxies in accordance with its
proxy policies and procedures, which are included in Appendix A of this SAI. The Board will periodically review each Funds proxy voting record.

The Trust is required to disclose annually each Funds complete proxy voting record on Form N-PX covering the period July 1 through June 30 and file it with the SEC no later than
August 31. Form N-PX for each Fund also will be available at no charge upon request by calling 1-866-675-2639 or by writing to ALPS ETF Trust at 1290 Broadway, Suite 1100, Denver, Colorado 80203. Each Funds Form N-PX will also be
available on the SECs website at www.sec.gov.

Quarterly Portfolio Schedule. The Trust is required to disclose,
after its first and third fiscal quarters, the complete schedule of each Funds portfolio holdings with the SEC on Form N-Q. The Trust will also disclose a complete schedule of each Funds portfolio holdings with the SEC on Form N-CSR
after its second and fourth quarters. Form N-Q and Form N-CSR for each Fund will be available on the SECs website at http://www.sec.gov. Each Funds Form N-Q and Form N-CSR may also be reviewed and copied at the SECs Public
Reference Room in Washington, D.C. and information on the operation of the Public Reference Room may be obtained by calling 1-202-551-5850. Each Funds Form N-Q and Form N-CSR will be available without charge, upon request, by calling
1-866-675-2639 or by writing to ALPS ETF Trust at 1290 Broadway, Suite 1100, Denver, Colorado 80203.

Portfolio
Holdings Policy. The Trust has adopted a policy regarding the disclosure of information about the Trusts portfolio holdings. Each Fund and its service providers may not receive compensation or any other consideration (which includes any
agreement to maintain assets in each Fund or in other investment companies or accounts managed by the Adviser or any affiliated person of the Adviser) in connection with the disclosure of portfolio holdings information of each Fund. The Trusts
policy is implemented and overseen by the Chief Compliance Officer of each Fund, subject to the oversight of the Board. Periodic reports regarding these procedures will be provided to the Board. The Board must approve all material amendments to this
policy. Each Funds complete portfolio holdings are publicly disseminated each day each Fund is open for business through financial reporting and news services, including publicly accessible Internet web sites. In addition, a basket composition
file, which includes the security names and share quantities to deliver in exchange for Fund shares, together with estimates and actual cash

29

components, is publicly disseminated daily prior to the opening of the NYSE Arca via the National Securities Clearing Corporation (NSCC). The basket represents one Creation Unit of
each Fund. The Trust, the Adviser and the Distributor will not disseminate non-public information concerning the Trust.

Codes of Ethics. Pursuant to Rule 17j-1 under the 1940 Act, the Board has adopted a Code of Ethics for the Trust and approved
Codes of Ethics adopted by the Adviser and the Distributor (collectively the Codes). The Codes are intended to ensure that the interests of shareholders and other clients are placed ahead of any personal interest, that no undue personal
benefit is obtained from the persons employment activities and that actual and potential conflicts of interest are avoided.

The Codes apply to the personal investing activities of Trustees and officers of the Trust, the Adviser and the Distributor (Access Persons). Rule 17j-1 and the Codes are designed to prevent
unlawful practices in connection with the purchase or sale of securities by Access Persons. Under the Codes, Access Persons are permitted to engage in personal securities transactions, but are required to report their personal securities
transactions for monitoring purposes. The Codes permit personnel subject to the Codes to invest in securities subject to certain limitations, including securities that may be purchased or held by each Fund. In addition, certain Access Persons are
required to obtain approval before investing in initial public offerings or private placements. The Codes are on file with the SEC, and are available to the public.

CREATION AND REDEMPTION OF CREATION UNIT AGGREGATIONS

Creation. The Trust issues and sells Shares of each Fund only in Creation Unit Aggregations on a continuous basis through the Distributor, without a sales load, at its NAV next determined after
receipt, on any Business Day (as defined below), of an order in proper form.

A Business Day is any day on which
the NYSE is open for business. As of the date of this SAI, the NYSE observes the following holidays: New Years Day, Martin Luther King, Jr. Day, Washingtons Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.

Deposit of Securities and Deposit or Delivery of Cash. The consideration for purchase of
Creation Unit Aggregations of each Fund generally consists of the in-kind deposit of a designated portfolio of equity securities  the Deposit Securities  per each Creation Unit Aggregation constituting a substantial
replication of the stocks included in the Underlying Index (Fund Securities) and an amount of cash  the Cash Component  computed as described below. Together, the Deposit Securities and the Cash Component
constitute the Fund Deposit, which represents the minimum initial and subsequent investment amount for a Creation Unit Aggregation of each Fund.

The Cash Component is sometimes also referred to as the Balancing Amount. The Cash Component serves the function of compensating for any differences between the NAV per Creation Unit Aggregation
and the Deposit Amount (as defined below). The Cash Component is an amount equal to the difference between the NAV of the Fund Shares (per Creation Unit Aggregation) and the Deposit Amount  an amount equal to the market value of
the Deposit Securities. If the Cash Component is a positive number (i.e., the NAV per Creation Unit Aggregation exceeds the Deposit Amount), the creator will deliver the Cash Component. If the Cash Component is a negative number (i.e., the NAV per
Creation Unit Aggregation is less than the Deposit Amount), the creator will receive the Cash Component.

30

The Custodian, through the National Securities Clearing Corporation (NSCC)
(discussed below), makes available on each Business Day, prior to the opening of business on the NYSE Arca (currently 9:30 a.m., Eastern time), the list of the names and the required number of shares of each Deposit Security to be included in
the current Fund Deposit (based on information at the end of the previous Business Day) for each Fund.

Such Fund Deposit is
applicable, subject to any adjustments as described below, in order to effect creations of Creation Unit Aggregations of a Fund until such time as the next-announced composition of the Deposit Securities is made available.

The identity and number of shares of the Deposit Securities required for a Fund Deposit for a Fund changes as rebalancing adjustments and
corporate action events are reflected within the Fund from time to time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or
composition of the component stocks of the Underlying Index. In addition, the Trust reserves the right to permit or require the substitution of an amount of cash  i.e., a cash in lieu amount  to be added to the Cash Component
to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible for transfer through the systems of DTC or the Clearing Process (discussed below), or which might not be eligible for trading
by an Authorized Participant (as defined below) or the investor for which it is acting or other relevant reason. Brokerage commissions incurred in connection with the acquisition of Deposit Securities not eligible for transfer through the systems of
DTC and hence not eligible for transfer through the Clearing Process (discussed below) will be at the expense of the applicable Fund and will affect the value of all Shares; but the Adviser, subject to the approval of the Board of Trustees, may
adjust the transaction fee within the parameters described above to protect ongoing shareholders. The adjustments described above will reflect changes known to the Adviser on the date of announcement to be in effect by the time of delivery of the
Fund Deposit, in the composition of the Underlying Index or resulting from certain corporate actions.

In addition to the list
of names and numbers of securities constituting the current Deposit Securities of a Fund Deposit, the Custodian, through the NSCC, also makes available on each Business Day, the estimated Cash Component, effective through and including the previous
Business Day, per outstanding Creation Unit Aggregation of the applicable Fund.

Procedures for Creation of Creation Unit
Aggregations. To be eligible to place orders with the Distributor and to create a Creation Unit Aggregation of a Fund, an entity must be (i) a Participating Party, i.e., a broker-dealer or other participant in the clearing
process through the Continuous Net Settlement System of the NSCC (the Clearing Process), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see the Book Entry Only System section), and, in each case, must
have executed an agreement with the Distributor, with respect to creations and redemptions of Creation Unit Aggregations (Participant Agreement) (discussed below). A Participating Party and DTC Participant are collectively referred to as
an Authorized Participant. Investors should contact the Distributor for the names of Authorized Participants that have signed a Participant Agreement. All Fund Shares, however created, will be entered on the records of DTC in the name of
Cede & Co. for the account of a DTC Participant.

All orders to create Creation Unit Aggregations, whether through
the Clearing Process (through a Participating Party) or outside the Clearing Process (through a DTC Participant), must be received by the Distributor no later than the closing time of the regular trading session on the NYSE (Closing
Time) (ordinarily 4:00 p.m., Eastern time) in each case on the date such order is placed in order for creation of Creation Unit Aggregations to be effected based on the NAV of Shares of a Fund as next determined on such date after receipt
of the order in proper form. In the case of custom orders, the order must be received by the Distributor no later than 3:00 p.m., Eastern time on the trade date. A custom order may be placed by an Authorized Participant in the event that the
Trust permits or requires the substitution of an

31

amount of cash to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or which may not be eligible for trading by such
Authorized Participant or the investor for which it is acting or other relevant reason. The date on which an order to create Creation Unit Aggregations (or an order to redeem Creation Unit Aggregations, as discussed below) is placed is referred to
as the Transmittal Date. Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement, as described below
(see the Placement of Creation Orders Using Clearing Process and the Placement of Creation Orders Outside Clearing Process sections). Severe economic or market disruptions or changes, or telephone or other communication
failure may impede the ability to reach the Distributor or an Authorized Participant.

All orders from investors who are not
Authorized Participants to create Creation Unit Aggregations shall be placed with an Authorized Participant, as applicable, in the form required by such Authorized Participant. In addition, the Authorized Participant may request the investor to make
certain representations or enter into agreements with respect to the order, e.g., to provide for payments of cash, when required. Investors should be aware that their particular broker may not have executed a Participant Agreement and that,
therefore, orders to create Creation Unit Aggregations of a Fund have to be placed by the investors broker through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such
investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement. Those placing orders for Creation Unit Aggregations through the Clearing Process should afford sufficient time to permit
proper submission of the order to the Distributor prior to the Closing Time on the Transmittal Date. Orders for Creation Unit Aggregations that are effected outside the Clearing Process are likely to require transmittal by the DTC Participant
earlier on the Transmittal Date than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the deadlines applicable to DTC and the Federal Reserve Bank wire system by contacting the
operations department of the broker or depository institution effectuating such transfer of Deposit Securities and Cash Component.

Placement of Creation Orders Using Clearing Process. The Clearing Process is the process of creating or redeeming Creation Unit Aggregations through the Continuous Net Settlement System of the
NSCC. Fund Deposits made through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement. The Participant Agreement authorizes the Distributor to transmit through the Custodian to NSCC, on
behalf of the Participating Party, such trade instructions as are necessary to effect the Participating Partys creation order. Pursuant to such trade instructions to NSCC, the Participating Party agrees to deliver the requisite Deposit
Securities and the Cash Component to the Trust, together with such additional information as may be required by the Distributor. An order to create Creation Unit Aggregations through the Clearing Process is deemed received by the Distributor on the
Transmittal Date if (i) such order is received by the Distributor not later than the Closing Time on such Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed.

Placement of Creation Orders Outside Clearing Process. Fund Deposits made outside the Clearing Process must be delivered through a
DTC Participant that has executed a Participant Agreement pre-approved by the Adviser and the Distributor. A DTC Participant who wishes to place an order creating Creation Unit Aggregations to be effected outside the Clearing Process does not need
to be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that the creation of Creation Unit Aggregations will instead be effected through a transfer of securities and cash directly
through DTC. The Fund Deposit transfer must be ordered by the DTC Participant on the Transmittal Date in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of the Fund by no later
than 11:00 a.m., Eastern time, of the next Business Day immediately following the Transmittal Date.

32

All questions as to the number of Deposit Securities to be delivered, and the validity, form
and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component must be transferred directly to
the Custodian through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by the Custodian no later than 2:00 p.m., Eastern time, on the next Business Day immediately following such Transmittal Date. An order
to create Creation Unit Aggregations outside the Clearing Process is deemed received by the Distributor on the Transmittal Date if (i) such order is received by the Distributor not later than the Closing Time on such Transmittal Date; and
(ii) all other procedures set forth in the Participant Agreement are properly followed. However, if the Custodian does not receive both the required Deposit Securities and the Cash Component by 11:00 a.m. and 2:00 p.m., respectively,
on the next Business Day immediately following the Transmittal Date, such order will be canceled. Upon written notice to the Distributor, such canceled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to
reflect the then current Deposit Securities and Cash Component. The delivery of Creation Unit Aggregations so created will occur no later than the third (3rd) Business Day following the day on which the purchase order is deemed received by the
Distributor.

Additional transaction fees may be imposed with respect to transactions effected outside the Clearing Process
(through a DTC Participant) and in the limited circumstances in which any cash can be used in lieu of Deposit Securities to create Creation Units. (See Creation Transaction Fee section below).

Creation Unit Aggregations may be created in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as
described below. In these circumstances, the initial deposit will have a value greater than the NAV of the Fund Shares on the date the order is placed in proper form since, in addition to available Deposit Securities, cash must be deposited in an
amount equal to the sum of (i) the Cash Component, plus (ii) 115% of the market value of the undelivered Deposit Securities (the Additional Cash Deposit). The order shall be deemed to be received on the Business Day on which
the order is placed provided that the order is placed in proper form prior to 4:00 p.m., Eastern time, on such date, and federal funds in the appropriate amount are deposited with the Custodian by 11:00 a.m., Eastern time, the following
Business Day. If the order is not placed in proper form by 4:00 p.m. or federal funds in the appropriate amount are not received by 11:00 a.m. the next Business Day, then the order may be deemed to be canceled and the Authorized
Participant shall be liable to a Fund for losses, if any, resulting therefrom. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the
Additional Cash Deposit with the Trust in an amount at least equal to 115% of the daily marked to market value of the missing Deposit Securities. To the extent that missing Deposit Securities are not received by 1:00 p.m., Eastern time, on the
third Business Day following the day on which the purchase order is deemed received by the Distributor or in the event a marked-to-market payment is not made within one Business Day following notification by the Distributor that such a payment is
required, the Trust may use the cash on deposit to purchase the missing Deposit Securities. Authorized Participants will be liable to the Trust and a Fund for the costs incurred by the Trust in connection with any such purchases. These costs will be
deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related
transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited
into the Trust. In addition, a transaction fee, as listed below, will be charged in all cases. The delivery of Creation Unit Aggregations so created will occur no later than the third Business Day following the day on which the purchase order is
deemed received by the Distributor.

33

Acceptance of Orders for Creation Unit Aggregations. The Trust reserves the absolute
right to reject a creation order transmitted to it by the Distributor in respect of a Fund if: (i) the order is not in proper form; (ii) the investor(s), upon obtaining the Fund Shares ordered, would own 80% or more of the currently
outstanding shares of any Fund; (iii) the Deposit Securities delivered are not as disseminated for that date by the Custodian, as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax consequences to a
Fund; (v) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, have an adverse effect on the Trust or the rights
of beneficial owners; or (vii) in the event that circumstances outside the control of the Trust, the Custodian, the Distributor and the Adviser make it for all practical purposes impossible to process creation orders. Examples of such
circumstances include acts of God; public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts;
systems failures involving computer or other information systems affecting the Trust, the Adviser, the Distributor, DTC, NSCC, the Custodian or sub-custodian or any other participant in the creation process, and similar extraordinary events. The
Distributor shall notify a prospective creator of a Creation Unit and/or the Authorized Participant acting on behalf of such prospective creator of its rejection of the order of such person. The Trust, the Custodian, any sub-custodian and the
Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for the failure to give any such notification.

All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance
for deposit of any securities to be delivered shall be determined by the Trust, and the Trusts determination shall be final and binding.

Creation Transaction Fee. Investors will be required to pay a fixed creation transaction fee, described below, payable regardless of the number of creations made each day. An additional charge of
up to four times the fixed transaction fee (expressed as a percentage of the value of the Deposit Securities) may be imposed for (i) creations effected outside the Clearing Process; and (ii) cash creations (to offset the Trusts
brokerage and other transaction costs associated with using cash to purchase the requisite Deposit Securities). Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust.

The Standard Creation/Redemption Transaction Fee for each Fund will be $500. The Maximum Creation/Redemption Transaction Fee
for each Fund will be $2,000.

Redemption of Fund Shares in Creation Units Aggregations. Fund Shares may be redeemed
only in Creation Unit Aggregations at its NAV next determined after receipt of a redemption request in proper form by a Fund through the Transfer Agent and only on a Business Day. The Funds will not redeem Shares in amounts less than Creation Unit
Aggregations. Beneficial owners must accumulate enough Shares in the secondary market to constitute a Creation Unit Aggregation in order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient
liquidity in the public trading market at any time to permit assembly of a Creation Unit Aggregation. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Fund Shares to constitute a
redeemable Creation Unit Aggregation.

With respect to each Fund, the Custodian, through the NSCC, makes available prior to
the opening of business on the NYSE Arca (currently 9:30 a.m., Eastern time) on each Business Day, the identity of the Fund Securities that will be applicable (subject to possible amendment or correction) to redemption requests received in
proper form (as described below) on that day. Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Unit Aggregations.

34

Unless cash redemptions are available or specified for a Fund, the redemption proceeds for a
Creation Unit Aggregation generally consist of Fund Securities  as announced on the Business Day of the request for redemption received in proper form  plus or minus cash in an amount equal to the difference between the NAV of the Fund
Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the Cash Redemption Amount), less a redemption transaction fee as listed below. In the event that the Fund
Securities have a value greater than the NAV of the Fund Shares, a compensating cash payment equal to the difference is required to be made by or through an Authorized Participant by the redeeming shareholder.

The right of redemption may be suspended or the date of payment postponed (i) for any period during which the NYSE is closed (other
than customary weekend and holiday closings); (ii) for any period during which trading on the NYSE is suspended or restricted; (iii) for any period during which an emergency exists as a result of which disposal of the Shares of a Fund or
determination of a Funds NAV is not reasonably practicable; or (iv) in such other circumstances as is permitted by the SEC.

Redemption Transaction Fee. A redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by a Fund. An additional variable charge for cash redemptions
(when cash redemptions are available or specified) for a Fund may be imposed. Investors will also bear the costs of transferring the Fund Securities from the Trust to their account or on their order. Investors who use the services of a broker or
other such intermediary in addition to an Authorized Participant to effect a redemption of a Creation Unit Aggregation may be charged an additional fee of up to four times the fixed transaction fee for such services. The redemption transaction fees
for each Fund are the same as the creation fees set forth above. In no event will the redemption transaction fee exceed 2% of the amount redeemed.

Placement of Redemption Orders Using Clearing Process. Orders to redeem Creation Unit Aggregations through the Clearing Process must be delivered through a Participating Party that has executed the
Participant Agreement. An order to redeem Creation Unit Aggregations using the Clearing Process is deemed received by the Trust on the Transmittal Date if (i) such order is received by the Transfer Agent not later than 4:00 p.m., Eastern
time, on such Transmittal Date, and (ii) all other procedures set forth in the Participant Agreement are properly followed; such order will be effected based on the NAV of the relevant Fund as next determined. An order to redeem Creation Unit
Aggregations using the Clearing Process made in proper form but received by the Trust after 4:00 p.m., Eastern time, will be deemed received on the next Business Day immediately following the Transmittal Date and will be effected at the NAV
next determined on such next Business Day. The requisite Fund Securities and the Cash Redemption Amount will be transferred by the third NSCC Business Day following the date on which such request for redemption is deemed received.

Placement of Redemption Orders Outside Clearing Process. Orders to redeem Creation Unit Aggregations outside the Clearing Process
must be delivered through a DTC Participant that has executed the Participant Agreement. A DTC Participant who wishes to place an order for redemption of Creation Unit Aggregations to be effected outside the Clearing Process does not need to be a
Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that redemption of Creation Unit Aggregations will instead be effected through transfer of Fund Shares directly through DTC. An order to
redeem Creation Unit Aggregations outside the Clearing Process is deemed received by the Trust on the Transmittal Date if (i) such order is received by the Transfer Agent not later than 4:00 p.m., Eastern time on such Transmittal Date;
(ii) such order is accompanied or followed by the requisite number of Shares of a Fund, which delivery must be made through DTC to the Custodian no later than 11:00 a.m., Eastern time (for the Fund Shares), on the next Business Day
immediately following such Transmittal Date (the DTC Cut-Off-Time) and 2:00 p.m., Eastern Time for any Cash Component, if any owed to a Fund; and (iii) all other procedures set forth in the Participant Agreement

35

are properly followed. After the Trust has deemed an order for redemption outside the Clearing Process received, the Trust will initiate procedures to transfer the requisite Fund Securities which
are expected to be delivered within three Business Days and the Cash Redemption Amount, if any owed to the redeeming Beneficial Owner to the Authorized Participant on behalf of the redeeming Beneficial Owner by the third Business Day following the
Transmittal Date on which such redemption order is deemed received by the Trust.

The calculation of the value of the Fund
Securities and the Cash Redemption Amount to be delivered/received upon redemption will be made by the Custodian according to the procedures set forth under Determination of NAV computed on the Business Day on which a redemption order is deemed
received by the Trust. Therefore, if a redemption order in proper form is submitted to the Transfer Agent by a DTC Participant not later than Closing Time on the Transmittal Date, and the requisite number of Shares of a Fund are delivered to the
Custodian prior to the DTC Cut-Off-Time, then the value of the Fund Securities and the Cash Redemption Amount to be delivered/received will be determined by the Custodian on such Transmittal Date. If, however, either (i) the requisite number of
Shares of the relevant Fund are not delivered by the DTC Cut-Off-Time, as described above, or (ii) the redemption order is not submitted in proper form, then the redemption order will not be deemed received as of the Transmittal Date. In such
case, the value of the Fund Securities and the Cash Redemption Amount to be delivered/received will be computed on the Business Day following the Transmittal Date provided that the Fund Shares of the relevant Fund are delivered through DTC to the
Custodian by 11:00 a.m. the following Business Day pursuant to a properly submitted redemption order.

If it is not
possible to effect deliveries of the Fund Securities, the Trust may in its discretion exercise its option to redeem such Fund Shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds in cash. In
addition, an investor may request a redemption in cash that the relevant Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the NAV of its Fund Shares based on the NAV of Shares of the
relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested cash redemptions specified above, to offset the Funds brokerage and other transaction
costs associated with the disposition of Fund Securities). Each Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities that differs from the exact composition of the Fund Securities, or
cash in lieu of some securities added to the Cash Component, but in no event will the total value of the securities delivered and the cash transmitted differ from the NAV. Redemptions of Fund Shares for Fund Securities will be subject to compliance
with applicable federal and state securities laws and the relevant Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Unit Aggregations for cash to the extent that the Trust could not lawfully deliver
specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular
stock included in the Fund Securities applicable to the redemption of a Creation Unit Aggregation may be paid an equivalent amount of cash. The Authorized Participant may request the redeeming Beneficial Owner of the Fund Shares to complete an order
form or to enter into agreements with respect to such matters as compensating cash payment, beneficial ownership of shares or delivery instructions.

36

The chart below describes in further detail the placement of redemption orders outside the
clearing process.

Transmittal Date

(T)

Next Business Day

(T+1)

Second

Business Day

(T+2)

Third Business

Day (T+3)

Creation through

NSCC

Standard Orders

4:00 p.m. (ET)

Order must be received by the Distributor.

No action.

No action.

Creation Unit Aggregations will be
delivered.

Custom Orders

3:00 p.m. (ET)

Order must be received by the Distributor.

Orders received after 3:00 p.m. (ET) will be treated as standard
orders.

No action.

No action.

Creation Unit Aggregations will be
delivered.

Creation Outside

NSCC

Standard Orders

4:00 p.m. (ET)

Order in proper form must be received by the Distributor.

11:00 a.m. (ET)

Deposit Securities must be received by the relevant Funds account through
DTC.

2:00 p.m. (ET)

Cash Component must be received by the Custodian.

No action.

Creation Unit Aggregations will be
delivered.

37

Transmittal Date

(T)

Next Business Day

(T+1)

Second

Business Day

(T+2)

Third Business

Day (T+3)

Standard Orders created in advance of receipt by the Trust of all or a portion of the Deposit Securities

4:00 p.m. (ET)

Order in proper form must be received by the Distributor.

11:00 a.m. (ET)

Available Deposit Securities.

Cash in an amount equal to the sum of (i) the Cash Component, plus (ii) 115% of the
market value of the undelivered Deposit Securities.

No action.

1:00 p.m.
(ET)

Missing Deposit Securities are due to the Trust or the Trust may use
cash on deposit to purchase missing Deposit Securities.

Creation Unit
Aggregations will be delivered.

Custom Orders

3:00 p.m. (ET)

Order in proper form must be received by the Distributor.

Orders received after 3:00 p.m. (ET) will be treated as standard
orders.

11:00 a.m. (ET)

Deposit Securities must be received by the relevant Funds account through
DTC.

2:00 p.m. (ET)

Cash Component must be received by the Orders Custodian.

No action.

Creation Unit Aggregations will be
delivered.

Redemption Through

NSCC

Standard Orders

4:00 p.m. (ET)

Order must be received by the Transfer Agent.

Orders received after 4:00 p.m. (ET) will be deemed received on the next
business day (T+1).

No action.

No action.

Fund Securities and Cash Redemption Amount will be
transferred.

38

Transmittal Date

(T)

Next Business Day

(T+1)

Second

Business Day

(T+2)

Third Business

Day (T+3)

Custom Orders

3:00 p.m. (ET)

Order must be received bythe Transfer Agent.

Orders received after3:00 p.m. (ET) will betreated as standard
orders.

No action.

No action.

Fund
Securities and Cash

Redemption Amount

will be transferred.

Redemption Outside

of NSCC

Standard Orders

4:00 p.m. (ET)

Order must be received by the Transfer Agent.

Orders received after 4:00 p.m. (ET) will be deemed received on the next
business day (T+1).

11:00 a.m. (ET)

Fund Shares must be delivered through DTC to the Custodian.

2:00 p.m. (ET)

Cash Component, if any, is due.

*If the order is not in proper form or the Fund Shares are not delivered, then the
order will not be deemed received as of T.

No action.

Fund Securities and Cash Redemption Amount is delivered to
the redeeming beneficial owner.

39

Transmittal Date

(T)

Next Business Day

(T+1)

Second

Business Day

(T+2)

Third Business

Day (T+3)

Custom Orders

3:00 p.m. (ET)

Order must be received bythe Transfer Agent.

Orders received after3:00 p.m. (ET) will betreated as standard
orders.

11:00 a.m. (ET)

Fund Shares must bedelivered through DTC tothe Custodian.

2:00 p.m. (ET)

Cash Component, if any,is due.

*If the order is not inproper form or the FundShares are not
delivered,then the order will not bedeemed received as of T.

No action.

Fund Securities
and

Cash RedemptionAmount is delivered tothe redeeming beneficialowner.

40

TAXES

Each Fund intends to qualify for and to elect to be treated as a separate regulated investment company (a RIC) under
Subchapter M of the Internal Revenue Code, as amended (the Code). As a RIC, a Fund will not be subject to U.S. Federal income tax on the portion of its taxable investment income and capital gains that it distributes to its shareholders.
To qualify for treatment as a RIC, a company must annually distribute at least 90% of its net investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet several other requirements relating to the
nature of its income and the diversification of its assets. If a Fund fails to qualify for any taxable year as a RIC, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction for distributions to
shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the extent of the relevant Funds current and accumulated earnings and profits.

Each Fund is treated as a separate corporation for federal income tax purposes. Each Fund therefore is considered to be a separate entity
in determining its treatment under the rules for RICs described herein and in the Prospectus.

Each Fund will be subject to a
4% excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year at least 98.2% of its ordinary income for the calendar year plus 98.2% of its net capital gains for twelve months ended October 31
of such year. Each Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax.

As a result of tax requirements, the Trust on behalf of each Fund has the right to reject an order to purchase Shares if the purchaser (or group of purchasers) would, upon obtaining the Shares so ordered,
own 80% or more of the outstanding Shares of such Fund and if, pursuant to section 351 of the Code, that Fund would have a basis in the Deposit Securities different from the market value of such securities on the date of deposit. The Trust also
has the right to require information necessary to determine beneficial Share ownership for purposes of the 80% determination.

Each Fund may make investments that are subject to special federal income tax rules, such as investments in repurchase agreements, money
market instruments, convertible securities, structured notes, and non-U.S. corporations classified as passive foreign investment companies. Those special tax rules can, among other things, affect the timing of income or gain, the
treatment of income as capital or ordinary and the treatment of capital gain or loss as long-term or short-term. The application of these special rules would therefore also affect the character of distributions made by the relevant Fund. Each Fund
may need to borrow money or dispose of some of its investments earlier than anticipated in order to meet its distribution requirements.

Distributions from each Funds net investment income, including net short-term capital gains, if any, and distributions of income from securities lending, are taxable as ordinary income.
Distributions reinvested in additional Shares of each Fund through the means of a dividend reinvestment service will be taxable dividends to Shareholders acquiring such additional Shares to the same extent as if such dividends had been received in
cash. Distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital gains, regardless of how long shareholders have held the Shares.

Dividends declared by each Fund in October, November or December and paid to shareholders of record of such months during the following
January may be treated as having been received by such shareholders in the year the distributions were declared.

41

Long-term capital gains tax of non-corporate taxpayers are generally taxed at a maximum rate
of 15% for taxable years beginning before January 1, 2013. Thereafter, without further Congressional action, that rate will return to 20%. In addition, some ordinary dividends declared and paid by each Fund to non-corporate shareholders may
qualify for taxation at the lower reduced tax rates applicable to long-term capital gains, provided that holding period and other requirements are met by each Fund and the shareholder. Each Fund will report to shareholders annually the amounts of
dividends received from ordinary income, the amount of distributions received from capital gains and the portion of dividends which may qualify for the dividends received deduction. In addition, each Fund will report the amount of dividends to
non-corporate shareholders eligible for taxation at the lower reduced tax rates applicable to long-term capital gains.

The
sale, exchange or redemption of Shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of Shares will be treated as long-term capital gain or loss if the Shares have been held for more than one year.
Otherwise, the gain or loss on the taxable disposition of Shares will be treated as short-term capital gain or loss. A loss realized on a sale or exchange of Shares of a Fund may be disallowed if other substantially identical Shares are acquired
(whether through the automatic reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date on which the Shares are disposed. In such a case,
the basis of the Shares acquired must be adjusted to reflect the disallowed loss. Any loss upon the sale or exchange of Shares held for six (6) months or less is treated as long-term capital loss to the extent of any capital gain dividends
received by the shareholders (including undistributed capital gain included in income). Distribution of ordinary income and capital gains may also be subject to state and local taxes.

Distributions reinvested in additional Shares of a Fund through the means of the dividend reinvestment service (see below) will
nevertheless be taxable dividends to shareholders acquiring such additional Shares to the same extent as if such dividends had been received in cash.

If, for any calendar year, the total distributions made exceed a Funds current and accumulated earnings and profits, the excess will, for federal income tax purposes, be treated as a tax free return
of capital to each shareholder up to the amount of the shareholders basis in his or her shares, and thereafter as gain from the sale of shares. The amount treated as a tax free return of capital will reduce the shareholders adjusted
basis in his or her shares, thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent sale of his or her shares.

Distributions of ordinary income paid to shareholders who are nonresident aliens or foreign entities that are not effectively connected to the conduct of a trade or business within the U.S. will generally
be subject to a 30% U.S. withholding tax unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law. However, shareholders who are nonresident aliens or foreign entities will generally not be subject to
U.S. withholding or income tax on gains realized on the sale of Shares or on dividends from capital gains unless (i) such gain or capital gain dividend is effectively connected with the conduct of a trade or business within the U.S. or
(ii) in the case of a non-corporate shareholder, the shareholder is present in the U.S. for a period or periods aggregating 183 days or more during the year of the sale or capital gain dividend and certain other conditions are met. Gains on the
sale of Shares and dividends that are effectively connected with the conduct of a trade or business within the U.S. will generally be subject to U.S. federal net income taxation at regular income tax rates. For distributions with respect to taxable
years of regulated investment companies beginning before January 1, 2012, the Funds are not required to withhold any amounts with respect to distributions to foreign shareholders that are properly designated by a Fund as interest-related
dividends or short-term capital gain dividends, provided that the income would not be subject to federal income tax if earned directly by the foreign shareholder. However a Fund may withhold tax on these amounts regardless of the
fact that it is not required to do so. Any amounts withheld from payments made to a shareholder may be refunded or

42

credited against the shareholders U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS. Nonresident shareholders are urged to consult
their own tax advisors concerning the applicability of the U.S. withholding tax.

Some shareholders may be subject to a
withholding tax on distributions of ordinary income, capital gains and any cash received on redemption of Creation Units (backup withholding). Generally, shareholders subject to backup withholding will be those for whom no certified
taxpayer identification number is on file with a Fund or who, to a Funds knowledge, have furnished an incorrect number. When establishing an account, an investor must certify under penalty of perjury that such number is correct and that such
investor is not otherwise subject to backup withholding.

The foregoing discussion is a summary only and is not intended as a
substitute for careful tax planning. Purchasers of Shares should consult their own tax advisors as to the tax consequences of investing in such Shares, including under federal, state, local and other tax laws. Finally, the foregoing discussion is
based on applicable provisions of the Code, regulations, judicial authority and administrative interpretations in effect on the date hereof. Changes in applicable authority could materially affect the conclusions discussed above, possibly
retroactively.

FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS

Each Fund is required for federal income tax purposes to mark to market and recognize as income for each taxable year its net unrealized
gains and losses on certain futures contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term
and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. Each Fund may be required to defer the recognition of losses on futures contracts, options contracts and swaps to
the extent of any unrecognized gains on offsetting positions held by the relevant Fund.

In order for a Fund to continue to
qualify for federal income tax treatment as a RIC, at least 90% of its gross income for a taxable year must be derived from qualifying income, i.e., dividends, interest, income derived from loans or securities, gains from the sale of securities or
of foreign currencies or other income derived with respect to the relevant Funds business of investing in securities (including net income derived from an interest in certain qualified publicly traded partnerships). It is
anticipated that any net gain realized from the closing out of futures or options contracts will be considered gain from the sale of securities or derived with respect to the relevant Funds business of investing in securities and therefore
will be qualifying income for purposes of the 90% gross income requirement.

Each Fund distributes to shareholders at least
annually any net capital gains which have been recognized for federal income tax purposes, including unrealized gains at the end of each Funds fiscal year on futures or options transactions. Such distributions are combined with distributions
of capital gains realized on a Funds other investments and shareholders are advised on the nature of the distributions.

DETERMINATION OF NAV

The following information supplements and should be read in conjunction with the section in the Prospectus entitled Net Asset Value.

The NAV per Share of each Fund is computed by dividing the value of the net assets of the relevant Fund (i.e., the value of its total
assets less total liabilities) by the total number of Shares of the relevant Fund outstanding, rounded to the nearest cent. Expenses and fees, including without limitation, the management and administration fees, are accrued daily and taken into
account for purposes of

43

determining NAV. The NAV per Share is calculated by the Custodian and determined as of the close of the regular trading session on the NYSE (ordinarily 4:00 p.m., Eastern time) on each day
that such exchange is open.

In computing each Funds NAV, the relevant Funds securities holdings traded on a
national securities exchange are valued based on their last sale price. Price information on listed securities is taken from the exchange where the security is primarily traded. Securities regularly traded in an over-the-counter market are valued at
the latest quoted sale price in such market or in the case of the NASDAQ, at the NASDAQ official closing price. Other portfolio securities and assets for which market quotations are not readily available are valued based on fair value as determined
in good faith in accordance with procedures adopted by the Board.

DIVIDENDS AND DISTRIBUTIONS

The following information supplements and should be read in conjunction with the section in the Prospectus entitled
Dividends, Distributions and Taxes.

General Policies. Dividends from net investment income, if any, are
declared and paid annually. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis. The Trust reserves the right to declare special
distributions if, in its reasonable discretion, such action is necessary or advisable to preserve the status of each Fund as a RIC or to avoid imposition of income or excise taxes on undistributed income.

Dividends and other distributions on Fund Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such
Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the relevant Fund.

Dividend Reinvestment Service. No reinvestment service is provided by the Trust. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of
the Fund for reinvestment of their dividend distributions. Beneficial Owners should contact their broker to determine the availability and costs of the service and the details of participation therein. Brokers may require Beneficial Owners to adhere
to specific procedures and timetables.

MISCELLANEOUS INFORMATION

Counsel. Dechert LLP, 1095 Avenue of the Americas, New York, New York, 10036, is counsel to the Trust.

As of the date of this SAI, the Funds have not commenced investment operations. When available, you can obtain copies of each Funds
Annual Report and Semi-Annual Report at no charge by writing or telephoning the relevant Fund at the address or number on the front page of this SAI.

45

APPENDIX A

ALPS Advisors, Inc.

Proxy Voting Policy, Procedures and Guidelines

Overview

An
investment adviser that exercises voting authority over clients proxies must adopt written policies and procedures that are reasonably designed to ensure that those proxies are voted in the best economic interests of clients. An advisers
policies and procedures must address how the adviser resolves material conflicts of interest between its interests and those of its clients. An investment adviser must comply with certain record keeping and disclosure requirements with respect to
its proxy voting responsibilities. In addition, an investment adviser to ERISA accounts has an affirmative obligation to vote proxies for an ERISA account, unless the client expressly retains proxy voting authority.

Policy Summary

With all
advisory clients of AAI currently being investment companies registered under the 1940 Act, any assignment of voting authority over the Funds voting securities is typically delegated to AAI as the Funds investment adviser, or the
Funds sub-adviser by the respective Funds Board of Trustees/Directors. If the Funds day-to-day investment decisions are performed by the Funds investment sub-adviser(s), Funds Board of Trustees/Directors may elect to
delegate the responsibility of voting proxies to such sub-adviser to be voted in accordance to the sub-advisers proxy voting policies and procedures in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. For
securities in the portfolio of a Fund that is managed by more than one sub-adviser, each sub-adviser shall make voting decisions pursuant to their own proxy voting policies and procedures, as adopted in conformance with the Advisers Act for their
respective portions of the Funds portfolio, unless directed otherwise.

ALPS Advisors, Inc. (AAI)
has adopted and implemented the following policies and procedures, which it believes are reasonably designed to: (1) ensure that proxies are voted in the best economic interest of clients and (2) address material conflicts of interest that
may arise. AAI will provide clients with a copy of its policies and procedures, as they may be updated from time to time, upon request. Information regarding AAIs proxy voting decisions is confidential. Therefore, the information may be shared
on a need to know basis only, including within AAI. Advisory clients may obtain information on how their proxies were voted by AAI. However, AAI will not selectively disclose its investment company clients proxy voting records to third
parties; the investment company clients proxy records will be disclosed to shareholders by publicly-available annual filings of each investment companys proxy voting record for 12-month periods ending June 30th.

POLICY:

All proxies regarding client
securities for which AAI has authority to vote will, unless AAI determines in accordance with policies stated below to refrain from voting, be voted in a manner considered by AAI to be in the best interest of AAIs clients without regard to any
resulting benefit or detriment to AAI or its affiliates. The best interest of clients is defined for this purpose as the interest of enhancing or protecting the economic value of client accounts, considered as a

A - 1

group rather than individually, as AAI determines in its sole and absolute discretion. In the event a client believes that its other interests require a different vote, AAI will vote as the
client clearly instructs, provided AAI receives such instructions in time to act accordingly.

AAI endeavors to vote, in accordance with this
Policy, all proxies of which it becomes aware, subject to the following general exceptions (unless otherwise agreed) when AAI expects to routinely refrain from voting:

1.

Proxies will usually not be voted in cases where the security has been loaned from the Clients account.

2.

Proxies will usually not be voted in cases where AAI deems the costs to the Client and/or the administrative inconvenience of voting the security outweigh the benefit
of doing so (e.g., international issuers which impose share blocking restrictions).

AAI seeks to avoid the occurrence of actual
or apparent material conflicts of interest in the proxy voting process by voting in accordance with predetermined voting guidelines and observing other procedures that are intended to guard against and manage conflicts of interest (refer to Section
III, Conflicts of Interest below).

PROCEDURES AND CONTROLS:

AAI has adopted the following proxy voting procedures and controls for any client securities which AAI has authority to vote on. Where proxy voting is delegated to the sub-adviser, the sub-adviser will
adopt proxy voting policies and procedures in accordance in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended.

I. PROXY COMMITTEE

AAI has established a Proxy Committee whose standing members include
Chief Compliance Officer, Deputy Chief Compliance Officer(s), Chief Investment Officer, Vice President of Investments and Head of Trading, who participate as voting authorities on the Committee. Each standing member may designate a senior portfolio
manager or a senior analyst officer to act as a substitute in a given matter on their behalf. Additionally, the Proxy Committee regularly involves other associates (e.g., Fund CCO or Legal representative) who participate as needed to enable
effective execution of the Committees responsibilities.

The Proxy Committees functions include, in part,

(a) direction of the vote on proposals where there has been a recommendation to the Committee not to vote according to the predetermined
Voting Guidelines (stated in Appendix A) or on proposals which require special, individual consideration in accordance with Section IV.C;

(b) review at least annually of this Proxy Voting Policy and Procedure to ensure consistency with internal policies, client disclosures and regulatory requirements;

(c) review at least annually of existing Voting Guidelines and the need for development of additional Voting Guidelines to assist in the
review of proxy proposals; and

A - 2

(d) development and modification of Voting Procedures, as stated in Section VI, as it deems
appropriate or necessary.

II. AAIS INVESTMENT ASSOCIATES

In considering a particular proxy matter, the research analyst or portfolio manager must vote in the clients best interest as defined above. Information regarding AAIs proxy voting decisions
is confidential information. Therefore, research analysts and portfolio managers generally must not discuss proxy votes with any person outside of AAI and within AAI on a need to know basis only.

Research analysts and portfolio managers must discharge their responsibilities consistent with the obligations set forth below (refer to Management of
Conflicts of Interest  Additional Procedures). A research analyst or portfolio manager must disclose to AAIs Chief Compliance Officer in writing any inappropriate attempt to influence their recommendation or any other personal interest
that they have with the issuer (see Conflicts of Interest Disclosure and Certification Form - Appendix B to this policy). For each Proxy Referral (defined below), the research analyst or portfolio manager is responsible for memorializing their
recommendation and communicating it to the Compliance Department.

Research analysts and portfolio managers should seek advice from Compliance
or Legal with respect to any questions that they have regarding personal conflicts of interests, communications regarding proxies, or other related matters.

III. CONFLICTS OF INTEREST

For purposes of this policy, a material conflict of interest
is a relationship or activity engaged in by AAI, an AAI affiliate, or an AAI associate that creates an incentive (or appearance thereof) to favor the interests of AAI, the affiliate, or associate, rather than the clients interests. For
example, AAI may have a conflict of interest if either AAI has a significant business relationship with a company that is soliciting a proxy, or if an AAI associate involved in the proxy voting decision-making process has a significant personal or
family relationship with the particular company. A conflict of interest is considered to be material to the extent that a reasonable person could expect the conflict to influence AAIs decision on the particular vote at issue. In
all cases where there is deemed to be a material conflict of interest, AAI will seek to resolve it in the clients best interests.

For those proxy proposals that: (1) are not addressed by AAIs proxy voting guidelines; (2) the guidelines specify the issue must
be evaluated and determined on a case-by-case basis; or (3) an AAI investment associate believes that an exception to the guidelines may be in the best economic interest of AAIs clients (collectively, Proxy Referrals), AAI may
vote the proxy, subject to the conflicts of interest procedures set forth below.

In the case of Proxy Referrals, Compliance will
collect and review any information deemed reasonably appropriate to evaluate if AAI or any person participating in the proxy voting decision-making process has, or has the appearance of, a material conflict of interest. AAI investment personnel
involved in the particular Proxy Referral must report any personal conflict of interest circumstances to AAIs Chief Compliance Officer (CCO), or designee, in writing (see Appendix B - Conflicts of Interest Disclosure and
Certification Form). Compliance will

A - 3

consider information about AAIs significant business relationships, as well as other relevant information. The information considered by Compliance may include information regarding:
(1) AAI client and other business relationships; (2) any relevant personal conflicts; and (3) communications between investment professionals and parties outside the AAI investment division regarding the proxy matter. Compliance will
consult with relevant experts, including legal counsel, as necessary.

If Compliance determines that it reasonably believes (1) AAI has a
material conflict of interest, or (2) certain individuals should be recused from participating in the proxy vote at issue, Compliance will inform the Chair of the Proxy Committee. Where a material conflict of interest is determined to have
arisen in the proxy voting process, AAIs policy is to invoke one or more of the following conflict management procedures:

1.

Causing the proxies to be voted in accordance with the recommendations of an independent third party (which generally will be AAIs proxy voting agent);

2.

Causing the proxies to be delegated to a qualified, independent third party, which may include AAIs proxy voting agent.

3.

In unusual cases, with the Clients consent and upon ample notice, forwarding the proxies to AAIs clients so that they may vote the proxies directly.

Affiliate Investment Companies and Public Companies

AAI considers proxies solicited by open-end and closed-end investment companies for which AAI or an affiliate serves as an investment adviser or principal underwriter to present a material conflict of
interest for AAI. Consequently, the proxies of such affiliates will be voted following one of the conflict management procedures discussed above.

Management of Conflicts of Interest  Additional Procedures

AAI has various
compliance policies and procedures in place in order to address any material conflicts of interest that might arise in this context.

1.

ALPSs Code of Ethics affirmatively requires that associates of AAI act in a manner whereby no actual or apparent conflict of interest may be seen as arising
between the associates interests and those of AAIs Clients.

2.

By assuming his or her responsibilities pursuant to this Policy, each member of the Proxy Committee (including the chairperson) and any AAI or ALPS associate advising
or acting under the supervision or oversight of the Proxy Committee undertakes:



To disclose in writing to AAIs CCO, or designee, any actual or apparent personal material conflicts of interest which he or she may have (e.g.,
by way of substantial ownership of securities, relationships with nominees for directorship, members of an issuers or dissidents management or otherwise) in determining whether or how AAI will vote proxies. Additionally, each member must
disclose any direct, indirect or perceived influence or attempt to influence such action which the member or associate views as being inconsistent with the purpose or provisions of this Policy or the Code of Ethics of ALPS. In the event any member
of the Proxy Committee has a conflict of interest regarding a given matter, he or she will abstain from participating in the Committees determination of whether and/or how to vote in the matter; and

A - 4



To refrain from taking into consideration, in the decision as to whether or how AAI will vote proxies the existence of any current or prospective
material business relationship between AAI, ALPS or any of their affiliates, on one hand, and any party (or its affiliates) that is soliciting or is otherwise interested in the proxies to be voted, on the other hand.

3.

In certain circumstances, AAI follows the proxy guidelines and uses other research services provided by Institutional Shareholder Services, Inc. (ISS) or
another independent third party. AAI has undertaken a review of ISS conflicts of interest procedures, and will continue to monitor them on an ongoing basis. In the event that AAI determines that it would be appropriate to use another third
party, it will undertake a similar conflicts of interest assessment review.

IV.

PROXY VOTING GUIDELINES

A. AAIs Proxy Voting Guidelines  General Practices.

The Proxy Committee has
adopted the guidelines for voting proxies specified in Appendix A of this policy. AAI will use an independent, third-party vendor to implement its proxy voting process as AAIs proxy voting agent. In general, whenever a vote is solicited, ISS
or another independent third party will execute the vote according to AAIs Voting Guidelines.

B. Ability to Vote Proxies Other than
as Provided by Voting Guidelines.

A portfolio manager or other party involved with a clients account may conclude that the best
interest of the firms client, as defined above, requires that a proxy be voted in a manner that differs from the predetermined proxy Voting Guidelines. In this situation, he or she will request that the Proxy Committee consider voting the
proxy other than according to such Guidelines. If any person, group, or entity requests the Proxy Committee (or any of its members) vote a proxy other than according to the predetermined Voting Guidelines, that person will furnish to the Proxy
Committee a written explanation of the reasons for the request and a description of the persons, groups, or entitys relationship, if any, with the parties proposing and/or opposing the matters adoption. The Proxy Committee
may consider the matter, subject to the conflicts of interest procedures discussed above.

C. Other Proxy Proposals

For the following categories of proposals either the Proxy Committee will determine how proxies related to all such proposals will be voted, or the
proxies will be voted in accordance with ISS or an individual clients guidelines.

1.
New Proposals. For each new type of proposal that is expected to be proposed to shareholders of multiple companies, the Proxy Committee will develop a Voting Guideline which will be incorporated into this Policy.

2. Accounts Adhering to Taft Hartley Principles. All proposals for these accounts will be voted
according to the Taft Hartley Guidelines developed by ISS.

A - 5

3. Accounts Adhering to Socially Responsible Principles. All proposals
for these accounts will be voted according to the Socially Responsible Guidelines developed by ISS or as specified by the client.

4. Proxies of International Issuers which Block Securities Sales between the Time a Shareholder submits a Proxy and the Vote. In general, AAI will refrain from voting such
securities. However, in the exceptional circumstances that AAI determines that it would be appropriate to vote such proxies, all proposals for these securities will be voted only on the specific instruction of the Proxy Committee and to the extent
practicable in accordance with the Voting Guidelines set forth in this Policy.

5. Proxies of Investment Company
Shares. Proposals on issues other than those specified in Section IV.A will be voted on the specific instruction of the Proxy Committee.

6. Executive/Director Compensation. Except as provided in Section IV.A, proposals relating to compensation of any executive or director will be voted as recommended by ISS or as
otherwise directed by the Proxy Committee.

7. Preemptive Rights. Proposals to create or eliminate
shareholder preemptive rights. In evaluating these proposals the Proxy Committee will consider the size of the company and the nature of its shareholder base.

V. VOTING PROCEDURES

The Proxy Committee has developed the following procedures to aid
the voting of proxies according to the Voting Guidelines. The Proxy Committee may revise these procedures from time to time, as it deems necessary or appropriate to affect the purposes of this Policy.

1.

AAI will use an independent, third-party vendor, to implement its proxy voting process as AAIs proxy voting agent. This retention is subject to AAI continuously
assessing the vendors independence from AAI and its affiliates, and the vendors ability to perform its responsibilities (and, especially, its responsibility to vote client proxies in accordance with AAIs proxy voting guidelines)
free of any actual, potential or apparent material conflicts of interests that may arise between the interests of the vendor, its affiliates, the vendors other clients and the owners, officers or employees of any such firm, on the one hand,
and AAIs clients, on the other hand. As means of performing this assessment, AAI will require various reports and notices from the vendor, as well as periodic audits of the vendors voting record and other due diligence.

2.

ISS will provide proxy analysis and record keeping services in addition to voting proxies on behalf of AAI in accordance with this Policy.

3.

On a daily basis, AAI will send to ISS a holdings file detailing each equity holding held in all accounts over which AAI has voting authority. Information regarding
equity holdings for international portfolios will be sent weekly.

4.

ISS will receive proxy material information from Proxy Edge or the custodian bank for the account. This will include issues to be voted upon, together with a breakdown
of holdings for AAI accounts. ISS will then reconcile information it receives from AAI with information that it has received from Proxy Edge and custodian banks. Any discrepancies will be promptly noted and resolved by ISS, with notice to AAI.

A - 6

5.

Whenever a vote is solicited, ISS will execute the vote according to AAIs Voting Guidelines which will be delivered by AAI to ISS as set forth in Appendix A and
anytime there is a material change to these guidelines.

¡

If ISS is unsure how to vote a particular proxy, ISS will issue a request for voting instructions to AAI over a secure website. AAI personnel will
check this website regularly. The request will be accompanied by a recommended vote. The recommended vote will be based upon ISS understanding of the Voting Guidelines previously delivered to ISS. AAI will promptly provide ISS with any
amendments or modifications to the Voting Guidelines if necessary. AAI will return a final instruction to vote to ISS, which ISS will record with Proxy Edge or the custodian bank as our agent.

6.

Each time that ISS sends AAI a request to vote, the request will be accompanied by the recommended vote determined in accordance with AAIs Voting Guidelines. ISS
will vote as indicated in the request unless the client has reserved discretion, the Proxy Committee determines that the best interest of clients requires another vote, or the proposal is a matter as to which the Proxy Committee affords special,
individual consideration under Section IV.C. In such situations, ISS will vote based on the direction of the client or the Proxy Committee, as the case may be. The interests of AAIs Taft Hartley or Socially Responsible clients may impact a
proposal that normally should be voted in a certain way. ISS will inform AAI of all proposals having impact on its Taft Hartley and or Socially Responsible clients. The Proxy Voting Committee will be consulted before a vote is placed in cases where
Taft Hartley or Socially Responsible issues are presented.

7.

ISS will have procedures in place to ensure that a vote is cast on every security holding maintained by AAI on which a vote is solicited unless otherwise directed by
the Proxy Committee. On a yearly basis, or as required by our clients AAI will receive a report from ISS detailing AAIs voting for the previous period.

VI. SUPERVISION

Managers and supervisory personnel are responsible for ensuring that
their associates understand and follow this policy and any applicable procedures adopted by the business group to implement the policy. The Proxy Committee has ultimate responsibility for the implementation of this Policy.

VII. ESCALATION

With the exception of
conflicts of interest-related matters, issues arising under this policy should be escalated to AAIs CCO, or designee. Issues involving potential or actual conflicts of interest should be promptly communicated to Compliance or Legal. Compliance
will notify the Fund Chief Compliance Officer(s), if a material conflict of interest has arisen that deems the attention of the respective Fund Board(s).

A - 7

VIII. MONITORING

AAIs Compliance Department is primarily responsible for overseeing the day-to-day operations of the proxy voting process. The Compliance Departments monitoring will take into account the
following elements: (1) periodic review of ISS votes to ensure that ISS is accurately voting consistent with AAIs Proxy Guidelines; and (2) review of funds N-PX report to ensure that its filed in a timely and accurate
manner. Additionally, AAI will review ISS conflicts of interest policies.

IX. AVAILABILITY OF PROXY POLICY AND VOTING RECORD

A summary disclosure regarding the provisions of this Policy is available in AAIs Form ADV. Upon receipt of a Clients request
for more information, AAI will provide to the Client a copy of this Policy and/or how AAI voted proxies for the Client pursuant to this Policy for up to a one-year period. It is AAIs policy not to disclose how it voted a clients proxy to
third parties.

With respect to its investment company clients, AAI will not selectively disclose its investment company
clients proxy voting records; rather, ALPS will disclose such information by publicly available annual filings. AAI will create and maintain records of each investment companys proxy record for 12-month periods ended June 30th. AAI will compile the following information for each matter relating
to a portfolio security considered at any shareholder meeting during the period covered by the annual report and which the company was entitled to vote:



The name of the issuer of the security;



The exchange ticker symbol of the portfolio security (is symbol is available through reasonably practicable means);



The Council on Uniform Securities Identification Procedures number for the portfolio security (if number is available through reasonably practicable
means);



The shareholder meeting date;



A brief identification of the matter voted on;



Whether the matter was proposed by the issuer or by a security holder;



Whether the company cast its vote on the matter;



How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding the election of directors); and



Whether the company cast its vote for or against management.

OTHER RECORD KEEPING REQUIREMENTS

Business groups and support partners are responsible
for maintaining all records necessary to evidence compliance with this policy. The records must be properly maintained and readily accessible in order to evidence compliance with this policy.

Conflicts of Interest Review Documentation, including Conflicts of Interest Forms



Client Communications Regarding Proxy Matters

Records should be retained for a period of not less than six years. Records must be retained in an appropriate office of AAI for the first three years.

Dated: November 29, 2006

Amended: December, 22, 2010

A - 9

Appendix A

Summary of Proxy Voting Guidelines

AAI has adopted Institutional Shareholder Services,
Inc.s guidelines. AAI retains the right to override any of ISS guidelines on a case-by-case basis. A concise summary of ISS current Proxy Voting Guidelines can be found at http://www.issgovernance.com/policy.

A - 10

Appendix B

Conflicts of Interest Disclosure Form

ALPS ADVISORS, INC.

PROXY VOTING CONFLICT OF INTEREST DISCLOSURE FORM

1. Company
name:

2. Date of Meeting:

3. Referral Item(s):

4. Description of AAIs Business Relationship with Issuer of Proxy which may give rise to a conflict of
interest:

5. Describe procedures used to address any
conflict of interest:

Compliance will consider information about
AAIs significant business relationships, as well as other relevant information. The information considered by Compliance may include information regarding: (1) AAI client and other business relationships; (2) any relevant personal
conflicts; and (3) communications between investment professionals and parties outside the AAI investment division regarding the proxy matter. Compliance will consult with relevant experts, including legal counsel, as necessary.

If Compliance determines that it reasonably believes (1) AAI has a material conflict of interest, or (2) certain individuals should be recused
from participating in the proxy vote at issue, Compliance will inform the Chair of the Proxy Committee. Where a material conflict of interest is determined to have arisen in the proxy voting process, AAIs policy is to invoke one or more of the
following conflict management procedures:

a.

Causing the proxies to be voted in accordance with the recommendations of an independent third party (which generally will be AAIs proxy voting agent);

b.

Causing the proxies to be delegated to a qualified, independent third party, which may include AAIs proxy voting agent.

c.

In unusual cases, with the Clients consent and upon ample notice, forwarding the proxies to AAIs clients so that they may vote the proxies directly.

Affiliate Investment Companies and Public Companies

AAI considers (1) proxies solicited by open-end and closed-end investment companies for which AAI or an affiliate serves as an investment adviser or principal underwriter to present a material
conflict of interest for AAI. Consequently, the proxies of such affiliates will be voted following one of the conflict management procedures discussed above.

Management of Conflicts of Interest  Additional Procedures

AAI has various
compliance policies and procedures in place in order to address any material conflicts of interest that might arise in this context.

A - 11

a.

AAIs Code of Ethics affirmatively requires that associates of AAI act in a manner whereby no actual or apparent conflict of interest may be seen as arising
between the associates interests and those of AAIs Clients.

b.

By assuming his or her responsibilities pursuant to this Policy, each member of the Proxy Committee (including the chairperson) and any AAI or ALPS associate advising
or acting under the supervision or oversight of the Proxy Committee undertakes:



To disclose in writing to AAIs Chief Compliance Officer any actual or apparent personal material conflicts of interest which he or she may have
(e.g., by way of substantial ownership of securities, relationships with nominees for directorship, members of an issuers or dissidents management or otherwise) in determining whether or how AAI will vote proxies. Additionally, each
member must disclose any direct, indirect or perceived influence or attempt to influence such action which the member or associate views as being inconsistent with the purpose or provisions of this Policy or the Code of Ethics of AAI or ALPS. In the
event any member of the Proxy Committee has a conflict of interest regarding a given matter, he or she will abstain from participating in the Committees determination of whether and/or how to vote in the matter; and



To refrain from taking into consideration, in the decision as to whether or how AAI will vote proxies the existence of any current or prospective
material business relationship between AAI, ALPS or any of their affiliates, on one hand, and any party (or its affiliates) that is soliciting or is otherwise interested in the proxies to be voted, on the other hand.

c.

In certain circumstances, AAI follows the proxy guidelines and uses other research services provided by Institutional Shareholder Services, Inc. (ISS) or
another independent third party. AAI has undertaken a review of ISS conflicts of interest procedures, and will continue to monitor them on an ongoing basis. In the event that AAI determines that it would be appropriate to use another third
party, it will undertake a similar conflicts of interest assessment review.

6. Describe any contacts from parties outside
AAI (other than routine communications from proxy solicitors) with respect to the referral item not otherwise reported in an investment professionals recommendation:

CERTIFICATION

The undersigned personnel of AAI certifies that, to the best of his/her knowledge,
any recommendation of an investment professional provided under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration.

Name:

Title:

A - 12

Item

28.

Exhibits

(a)

(1)

Certificate of Trust of Registrant dated September 13, 2007.(1)

(2)

Declaration of Trust of Registrant dated September 13, 2007.(2)

(b)

By-Laws of Registrant dated September 13, 2007.(2)

(c)

Provisions of instruments defining rights of security holders are contained in Articles 4 and 7 of the Declaration of Trust (incorporated herein by reference to Exhibit (a) of
this filing).

Form of Investment Advisory Agreement between the Trust and ALPS Advisors, Inc. with respect to the Alerian MLP ETF.(10)

(6)

Form of Investment Advisory Agreement between the Trust and WisdomTree AssetManagement, Inc. with respect to the RiverFront Strategic Income Fund (to be filed
bysubsequent amendment).

(7)

Form of Sub-Advisory Agreement between the Trust and RiverFront Investment Group, LLC with respect to the RiverFront Strategic Income Fund (to be filed by subsequent
amendment).

(8)

Form of Investment Advisory Agreement between the Trust and ALPS Advisors, Inc. with respect to the U.S. Equity High Volatility Put Write Index Fund (to be filed by subsequent
amendment).

(9)

Form of Sub-Advisory Agreement between ALPS Advisors, Inc. and Rich Investment Solutions, LLC with respect to the U.S. Equity High Volatility Put Write Index Fund (to be filed by
subsequent amendment).

(10)

Form of Investment Advisory Agreement between the Trust and ALPS Advisors, Inc. with respect to the Sector Dividend Dogs ETF.(13)

(11)

Form of Investment Advisory Agreement between the Trust and ALPS Advisors, Inc. with respect to the VelocityShares Tail Risk Hedged Large Cap ETF and VelocityShares Volatility
Hedged Large Cap ETF (to be filed by subsequent amendment).

Form of Distribution Agreement between the Trust and ALPS Distributors, Inc. with respect to Alerian MLP ETF.(10)

(7)

Form of Distribution Agreement between the Trust and ALPS Distributors, Inc. with respect to RiverFront Strategic Income Fund (to be filed by subsequent
amendment).

(8)

Form of Distribution Agreement between the Trust and ALPS Distributors, Inc. with respect to U.S. Equity High Volatility Put Write Index Fund (to be filed by subsequent
amendment).

(9)

Form of Distribution Agreement between the Trust and ALPS Distributors, Inc. with respect to the Sector Dividend Dogs ETF.(13)

(10)

Form of Distribution Agreement between the Trust and ALPS Distributors, Inc. with respect to the VelocityShares Tail Risk Hedged Large Cap ETF and VelocityShares Volatility
Hedged Large Cap ETF (to be filed by subsequent amendment).

Form of Amendment to Custody Agreement between the Trust and The Bank of New York Mellon with respect to the Alerian MLP ETF and the RiverFront Strategic Income
Fund.(10)

(7)

Form of Amendment to Foreign Custody Manager Agreement between the Trust and The Bank of New York Mellon with respect to the Alerian MLP ETF and the RiverFront Strategic Income
Fund.(10)

(8)

Form of Amendment to Custody Agreement between the Trust and The Bank of New York Mellon with respect to the U.S. Equity High Volatility Put Write Index Fund (to be filed by
subsequent amendment).

(9)

Form of Amendment to Custody Agreement between the Trust and The Bank of New York Mellon with respect to the Sector Dividend Dogs ETF.(13)

(10)

Form of Amendment to Foreign Custody Manager Agreement between the Trust and The Bank of New York Mellon with respect to the Sector Dividend Dogs ETF.(13)

(11)

Form of Amendment to Custody Agreement between the Trust and The Bank of New York Mellon with respect to the VelocityShares Tail Risk Hedged Large Cap ETF and VelocityShares
Volatility Hedged Large Cap ETF (to be filed by subsequent amendment).

(12)

Form of Amendment to Foreign Custody Manager Agreement between the Trust and The Bank of New York Mellon with respect to the VelocityShares Tail Risk Hedged Large Cap ETF and
VelocityShares Volatility Hedged Large Cap ETF (to be filed by subsequent amendment).

(13)

Form of Amendment to Custody Agreement between the Trust and The Bank of New York Mellon with respect to the ALPS/GS Momentum Builder Growth Markets Index ETF, ALPS/GS Momentum
Builder Multi-Asset Index ETF, ALPS/GS Momentum Builder Asia ex-Japan Index ETF and ALPS/GS Risk-Adjusted Return US Large Cap Index ETF (to be filed by subsequent amendment).

(14)

Form of Amendment to Foreign Custody Manager Agreement between the Trust and The Bank of New York Mellon with respect to the VelocityShares Emerging Markets DR ETF,
VelocityShares Russia Select DR ETF and VelocityShares Emerging Asia DR ETF (to be filed by subsequent amendment).

(h)

(1)

Administration Agreement between the Trust and ALPS Fund Services, Inc.(4)

(2)

Form of Amendment to Administration Agreement between the Trust and ALPS Fund Services, Inc. with respect to the ALPS Equal Sector Weight ETF.(3)

Form of Administration Agreement between the Trust and ALPS Fund Services, Inc. with respect to the Alerian MLP ETF.(10)

(6)

Form of Administration Agreement between the Trust and ALPS Fund Services, Inc. with respect to the RiverFront Strategic Income Fund (to be filed by subsequent
amendment).

(7)

Form of Administration Agreement between the Trust and ALPS Fund Services, Inc. with respect to the U.S. Equity High Volatility Put Write Index Fund (to be filed by subsequent
amendment).

(8)

Form of Administration Agreement between the Trust and ALPS Fund Services, Inc. with respect to the Sector Dividend Dogs ETF.(13)

(9)

Form of Administration Agreement between the Trust and ALPS Fund Services, Inc. with respect to the VelocityShares Tail Risk Hedged Large Cap ETF and VelocityShares Volatility
Hedged Large Cap ETF (to be filed by subsequent amendment).

Form of Amendment to Transfer Agency Services Agreement between the Trust and The Bank of New York Mellon with respect to the Alerian MLP ETF and the RiverFront Strategic Income
Fund.(10)

(16)

Form of Amendment to Transfer Agency Services Agreement between the Trust and The Bank of New York Mellon with respect to the U.S. Equity High Volatility Put Write Index Fund (to
be filed by subsequent amendment).

(17)

Form of Amendment to Transfer Agency Services Agreement between the Trust and The Bank of New York Mellon with respect to the Sector Dividend Dogs ETF.(13)

(18)

Form of Amendment to Transfer Agency Services Agreement between the Trust and The Bank of New York Mellon with respect to the VelocityShares Tail Risk Hedged Large Cap ETF and
VelocityShares Volatility Hedged Large Cap ETF (to be filed by subsequent amendment).

(19)

Form of Amendment to Transfer Agency Services Agreement between the Trust and The Bank of New York Mellon with respect to the ALPS/GS Momentum Builder Growth Markets Index ETF,
ALPS/GS Momentum Builder Multi-Asset Index ETF, ALPS/GS Momentum Builder Asia ex-Japan Index ETF and ALPS/GS Risk-Adjusted Return US Large Cap Index ETF (to be filed by subsequent amendment).

(20)

Form of Amendment to Transfer Agency Services Agreement between the Trust and The Bank of New York Mellon with respect to the VelocityShares Emerging Markets DR ETF,
VelocityShares Russia Select DR ETF and VelocityShares Emerging Asia DR ETF (to be filed by subsequent amendment).

(21)

Fund Accounting Agreement between the Trust and The Bank of New York.(4)

(22)

Form of Amendment to Fund Accounting Agreement between the Trust and The Bank of New York with respect to the ALPS Equal Sector Weight ETF.(3)

Form of Amendment to Fund Accounting Agreement between the Trust and The Bank of New York Mellon with respect to the Alerian MLP ETF and the RiverFront Strategic Income
Fund.(10)

(25)

Form of Amendment to Fund Accounting Agreement between the Trust and The Bank of New York Mellon with respect to the U.S. Equity High Volatility Put Write Index Fund (to be filed
by subsequent amendment).

(26)

Form of Amendment to Fund Accounting Agreement between the Trust and The Bank of New York Mellon with respect to the Sector Dividend Dogs ETF.(13)

(27)

Form of Amendment to Fund Accounting Agreement between the Trust and The Bank of New York Mellon with respect to the VelocityShares Tail Risk Hedged Large Cap ETF and
VelocityShares Volatility Hedged Large Cap ETF (to be filed by subsequent amendment).

(28)

Form of Amendment to Fund Accounting Agreement between the Trust and The Bank of New York Mellon with respect to the ALPS/GS Momentum Builder Growth Markets Index ETF, ALPS/GS
Momentum Builder Multi-Asset Index ETF, ALPS/GS Momentum Builder Asia ex-Japan Index ETF and ALPS/GS Risk-Adjusted Return US Large Cap Index ETF (to be filed by subsequent amendment).

(29)

Form of Amendment to Fund Accounting Agreement between the Trust and The Bank of New York Mellon with respect to the VelocityShares Emerging Markets DR ETF, VelocityShares Russia
Select DR ETF and VelocityShares Emerging Asia DR ETF (to be filed by subsequent amendment).

Previously filed as an exhibit to the Trusts Registration Statement on Form N-1A (File Nos. 333-148826; 811-22175), filed on January 23,
2008.

(2)

Previously filed as an exhibit to the Pre-Effective Amendment No. 2 to the Trusts Registration Statement on Form N-1A
(File Nos. 333-148826; 811-22175), filed on May 1, 2008.

(3)

Previously filed as an exhibit to the Post-Effective Amendment No. 1 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on March 13, 2009.

(4)

Previously filed as an exhibit to the Post-Effective Amendment No. 2 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on April 29, 2009.

(5)

Previously filed as an exhibit to the Post-Effective Amendment No. 4 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on June 23, 2009.

(6)

Previously filed as an exhibit to the Post-Effective Amendment No. 9 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on September 10, 2009.

(7)

Previously filed as an exhibit to the Post-Effective Amendment No. 12 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on December 15, 2009.

(8)

Previously filed as an exhibit to the Post-Effective Amendment No. 14 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on February 22, 2010.

(9)

Previously filed as an exhibit to the Post-Effective Amendment No. 18 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on April 30, 2010.

(10)

Previously filed as an exhibit to the Post-Effective Amendment No. 23 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on August 10, 2010.

(11)

Previously filed as an exhibit to the Post-Effective Amendment No. 31 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on April 29, 2011.

(12)

Previously filed as an exhibit to the Post-Effective Amendment No. 63 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on March 29, 2012.

(13)

Previously filed as an exhibit to the Post-Effective Amendment No. 79 to the Trusts Registration Statement on Form N-1A (File Nos.
333-148826; 811-22175), filed on June 26, 2012.

Item 29.

Persons Controlled by or under Common Control with Registrant.

None.

Item 30.

Indemnification.

Reference is made to Article Eight of the Registrants Amended and Restated Declaration of Trust which is incorporated by reference herein:

The Registrant (also, the Trust) is organized as a Delaware business trust is operated pursuant to a
Declaration of Trust, dated September 13, 2007 (the Declaration of Trust), that permits the Registrant to indemnify every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at
the

request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred
to as a Covered Person), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof. This indemnification is subject to the
following conditions:

No indemnification shall be provided hereunder to a Covered Person:

(a) For any liability to the Trust or its Shareholders arising out of a final adjudication by the court of other body
before which the proceeding was brought that the Covered Person engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(b) With respect to any matter as to which the Covered Person shall have been finally adjudicated not to have acted in
good faith in the reasonable belief that his or her action was in the best interests of the Trust; or

(c) In
the event of a settlement of other disposition not involving a final adjudication (as provided in paragraph (a) or (b) of this Section 8.5.2) and resulting in a payment by a Covered Person, unless there has been either a determination
that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of this office by the court or other body approving the settlement or other disposition, or a
reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he or she did not engage in such conduct, such determination being made by : (i) a vote of a majority of the Disinterested
Trustees (as such term is defined in Section 8.5.5) acting on the matter); or (ii) a writer opinion of independent legal counsel.

The rights of indemnification under the Declaration of Trust may be insured against by policies maintained by the Trust, and shall be severable, shall not affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person, and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained in the Declaration of Trust
shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.

Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under Section 8.5 of the Declaration of Trust shall be advanced
by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he or she is not entitled to indemnification under Section 8.5 of the
Declaration of Trust, provided that either: Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of this office

by the court or other body approving the settlement or other disposition, or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry),
that he or she did not engage in such conduct, such determination being made by : (i) a vote of a majority of the Disinterested Trustees (as such term is defined in Section 8.5.5) acting on the matter (provided that a majority of
Disinterested Trustees then in office act on the matter); or (ii) a written opinion of independent legal counsel.

(a) Such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(b) A majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees
then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to the facts available upon a full trial), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.

As used in Section 8.5 of the
Declaration of Trust, the following words shall have the meanings set forth below:

(a) A Disinterested
Trustee is one (i) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustees, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and
(ii) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending;

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 98 of its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Denver, and State of Colorado, on the 19th day of September, 2012.

ALPS ETF TRUST

By:

/s/ Thomas A. Carter

Thomas A. Carter

President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the date indicated.

Signatures

Title

Date

/s/ Mary K. Anstine

Trustee

September 19, 2012

Mary K. Anstine*

/s/ Jeremy W. Deems

Trustee

September 19, 2012

Jeremy W. Deems*

/s/ Rick A. Pederson

Trustee

September 19, 2012

Rick A. Pederson*

/s/ Thomas A. Carter

Trustee and President

September 19, 2012

Thomas A. Carter

/s/ Patrick D. Buchanan

Treasurer

September 19, 2012

Patrick D. Buchanan

*Signature affixed by Tané T. Tyler pursuant to a power of attorney dated December 8, 2008.